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‘‘(a)(1) No public utility shall, without first having se-
cured an order of the Commission authorizing it to do so— 
‘‘(A) sell, lease, or otherwise dispose of the 
whole of its facilities subject to the jurisdiction 
of the Commission, or any part thereof of a value 
in excess of $10,000,000; 
‘‘(B) merge or consolidate, directly or indi-
rectly, such facilities or any part thereof with 
those of any other person, by any means whatso-
ever; 
‘‘(C) purchase, acquire, or take any security 
with a value in excess of $10,000,000 of any 
other public utility; or 
‘‘(D) purchase, lease, or otherwise acquire 
an existing generation facility— 
‘‘(i) that has a value in excess of 
$10,000,000; and 
‘‘(ii) that is used for interstate whole-
sale sales and over which the Commission 
has jurisdiction for ratemaking purposes. 
‘‘(2) No holding company in a holding company 
system that includes a transmitting utility or an elec-
tric utility shall purchase, acquire, or take any secu-
rity with a value in excess of $10,000,000 of, or, by 
any means whatsoever, directly or indirectly, merge
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or consolidate with, a transmitting utility, an electric 
utility company, or a gas utility company, or a hold-
ing company in a holding company system that in-
cludes a transmitting utility, an electric utility com-
pany, or a gas utility company with a value in excess 
of $10,000,000 without first having secured an order 
of the Commission authorizing it to do so. 
‘‘(3) Upon receipt of an application for such ap-
proval the Commission shall give reasonable notice in 
writing to the Governor and State commission of each 
of the States in which the physical property affected, 
or any part thereof, is situated, and to such other per-
sons as it may deem advisable. 
‘‘(4) After notice and opportunity for hearing, 
the Commission shall approve the proposed disposi-
tion, consolidation, acquisition, or change in control, 
if it finds that the proposed transaction— 
‘‘(A) will be consistent with the public in-
terest, taking into account the effect of the trans-
action on competition in the electricity markets, 
electric rates, and effective regulation; and 
‘‘(B) shall not result in cross-subsidization 
of a non-utility associate company or the pledge 
or encumbrance of utility assets for the benefit of 
an associate company, unless the Commission
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determines that the cross-subsidization, pledge, or 
encumbrance would not be harmful. 
‘‘(5) The Commission shall, by rule, adopt proce-
dures for the expeditious consideration of applications 
for the approval of dispositions, consolidations, or ac-
quisitions, under this section. Such rules shall iden-
tify classes of transactions, or specify criteria for 
transactions, that normally meet the standards estab-
lished in paragraph (4). The Commission shall pro-
vide expedited review for such transactions. The Com-
mission shall grant or deny any other application for 
approval of a transaction not later than 180 days 
after the application is filed. If the Commission does 
not act within 180 days, such application shall be 
deemed granted unless the Commission finds, based on 
good cause, that further consideration is required to 
determine whether the proposed transaction meets the 
standards of paragraph (4) and issues an order toll-
ing the time for acting on the application for not 
more than 180 days, at the end of which additional 
period the Commission shall grant or deny the appli-
cation. 
‘‘(6) For purposes of this subsection, the terms 
‘associate company’, ‘holding company’, and ‘holding 
company system’ have the meaning given those terms
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in the Public Utility Holding Company Act of 
2005.’’. 
(b) EFFECTIVE DATE.—The amendments made by this 
section shall take effect 6 months after the date of enactment 
of this Act. 
Subtitle H—Definitions 
SEC. 1291. DEFINITIONS. 
(a) COMMISSION.—In this title, the term ‘‘Commis-
sion’’ means the Federal Energy Regulatory Commission. 
(b) AMENDMENT.—Section 3 of the Federal Power Act 
(16 U.S.C. 796) is amended— 
(1) by striking paragraphs (22) and (23) and 
inserting the following: 
‘‘(22) ELECTRIC UTILITY.—(A) The term ‘electric 
utility’ means a person or Federal or State agency 
(including an entity described in section 201(f)) that 
sells electric energy. 
‘‘(B) The term ‘electric utility’ includes the Ten-
nessee Valley Authority and each Federal power mar-
keting administration. 
‘‘(23) TRANSMITTING UTILITY.—The term ‘trans-
mitting utility’ means an entity (including an entity 
described in section 201(f)) that owns, operates, or 
controls facilities used for the transmission of electric 
energy—
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‘‘(A) in interstate commerce; 
‘‘(B) for the sale of electric energy at whole-
sale.’’; and 
(2) by adding at the end the following: 
‘‘(26) ELECTRIC COOPERATIVE.—The term ‘elec-
tric cooperative’ means a cooperatively owned electric 
utility. 
‘‘(27) RTO.—The term ‘Regional Transmission 
Organization’ or ‘RTO’ means an entity of sufficient 
regional scope approved by the Commission— 
‘‘(A) to exercise operational or functional 
control of facilities used for the transmission of 
electric energy in interstate commerce; and 
‘‘(B) to ensure nondiscriminatory access to 
the facilities. 
‘‘(28) ISO.—The term ‘Independent System Op-
erator’ or ‘ISO’ means an entity approved by the 
Commission— 
‘‘(A) to exercise operational or functional 
control of facilities used for the transmission of 
electric energy in interstate commerce; and 
‘‘(B) to ensure nondiscriminatory access to 
the facilities. 
‘‘(29) TRANSMISSION ORGANIZATION.—The term 
‘Transmission Organization’ means a Regional