NY Pub Serv L § 101 (2021)
2021 New York Laws PBS - Public Service Article 5 - Provisions Relating to Telegraph and Telephone Lines and to Telephone and Telegraph Corporations 101 - Authority to Issue Stock, Bonds and Other Forms of Indebtedness.

§ 101.   Authority   to   issue   stock,  bonds  and  other  forms  of   indebtedness.  A telegraph or telephone corporation may, when authorized   by the commission, issue stock,  bonds,  notes  or  other  evidences  of   indebtedness  payable  at  periods  of more than twelve months after the   date thereof, or a receiver of such a corporation, if duly authorized by   law,  may  issue  receiver's  certificates,  when  necessary   for   the   acquisition  of  property,  the  construction,  completion, extension or   improvement of its facilities or the improvement or maintenance  of  its   service  within  the  state, or for the discharge or lawful refunding of   its obligations, or reimbursement of moneys actually expended  from  the   income  from  any  source, within five years next prior to the filing of   the application  therefor,  or  for  any  of  such  purposes,  provided,   however,  that  no authority shall be granted authorizing such issue for   reimbursement  of  moneys  expended  from  income  for  betterments   or   replacements  unless  the  applicant  shall  have  kept its accounts and   vouchers of such expenditures in such manner as to enable the commission   to ascertain the amount of moneys so expended and the purposes for which   such expenditures were made. Stock may be issued to  stockholders  as  a   stock  dividend  provided  that  there  shall have been secured from the   commission authority for such issuance and for a transfer of surplus  to   capital  in  an  amount equal to the par or stated value of the stock so   authorized and that the applicant has certified in the  application  for   authority  that  a  sum  equal  to  the  amount to be so transferred was   expended for the purposes enumerated  in  this  section.  Stock  may  be   issued   to  an  employee  or  director  of  a  telegraph  or  telephone   corporation under a stock option plan pursuant to which such corporation   grants options to its employees  or  directors  to  purchase  shares  of   stock,  such  options  to  be exercisable for a stated period of time to   purchase shares of stock at the market value of the stock at the time of   issuance of the option, provided that there shall have been secured from   the commission authority for such issuance and that  the  applicant  has   certified  in  the  application for authority that the proceeds from the   exercise of the stock  options  are  needed  for  one  of  the  purposes   enumerated  in  this  section.  The  issue  of  stocks,  bonds  or other   evidences of indebtedness, within the meaning  of  this  section,  shall   include  the  sale  by  any  such  corporation  of  any  such securities   previously issued in compliance with the provisions of this section  and   subsequently reacquired by such corporation, provided, however, for good   cause  shown  the  commission  may  exempt  from  the restriction hereof   stocks, bonds or other evidences of indebtedness.  The  application  for   authority  shall  state the amount of any such issue and the purposes to   which it or its proceeds are to be applied and shall  certify  that  the   money,  property or labor procured or to be procured or paid for by such   issue or its proceeds  has  been  or  is  reasonably  required  for  the   purposes  specified  in  the  application  for  authority, and that such   purposes are in no part reasonably chargeable to operating  expenses  or   to  income  except  in  the  case  of bonds, notes or other evidences of   indebtedness as may be specifically identified in  the  application  for   authority.  For  the  proceeds  from  a  federal  loan,  a  telegraph or   telephone  corporation  shall  provide  notice  to  the  public  service   commission of receipt of such issue but shall not be required to file an   application for authority. For the purpose of enabling the commission to   determine  whether  it  should  authorize  such issuance, the commission   shall have the power to make such inquiry or  investigation,  hold  such   hearings  and  examine  such  witnesses,  books,  papers,  documents  or   contracts as it may determine of importance in enabling it  to  reach  a   determination.  Except  in  instances  where  a  telegraph  or telephone   corporation has notified the commission it  is  engaged  in  securing  a    federal   loan   for  the  expansion  of  broadband  services,  no  such   corporation shall, without the consent of the commission, apply any such   issue or its proceeds to any purpose not specified  in  the  application   for  authority.  Such telegraph corporation or telephone corporation may   issue notes for proper corporate purposes and not in  violation  of  any   provision of this chapter or of any other act, payable at periods of not   more  than  twelve  months without the consent of the commission; but no   such note shall, in  whole  or  in  part,  directly  or  indirectly,  be   refunded  by  any  issue  of  stock  or  bonds,  or  by any evidences of   indebtedness running for more than twelve months, without the consent of   the commission. No telegraph corporation or telephone corporation  shall   be  required, however, to apply to the commission for authority to issue   stocks, bonds, notes or other evidence of indebtedness  except  for  the   acquisition  of  property,  the  construction,  completion, extension or   improvement of its facilities, or the improvement or maintenance of  its   service  within the state, or the discharge or refunding of obligations,   or reimbursement of moneys actually  expended  for  such  purposes.  The   commission  shall  have  power to require every such corporation to file   with the commission after the issuance of stocks, bonds, notes or  other   evidences  of  indebtedness  issued  with or without the approval of the   commission as provided in this section, a notice of such transaction  in   such  form as the commission may prescribe. The commission shall have no   power to authorize the capitalization of any franchise or right to be  a   corporation, nor to authorize the capitalization of any franchise or the   right to own, operate or enjoy any franchise whatsoever in excess of the   amount  (exclusive  of  any  tax  or annual charge) actually paid to the   state or any political subdivision thereof, as the consideration of  the   grant  of  such franchise or right, nor to authorize the issuance of any   stocks or other securities for any purposes other than those  enumerated   in this section. Nor shall the corporate stock of the corporation formed   by  the merger or consolidation of two or more other corporations exceed   the sum of the capital stock of the corporations so consolidated, at the   par value thereof, or such sum and any additional sum actually  paid  in   cash;  nor  shall any contract for consolidation or lease be capitalized   in the stock of any corporation  whatever;  nor  shall  any  corporation   hereafter  issue  any  bonds  against or as a lien upon any contract for   consolidation or merger. Notwithstanding  the  foregoing  provisions  of   this  section,  any application for approval under this section shall be   deemed granted by the commission forty-five days after such  application   is   filed  for  approval,  unless  the  commission,  or  its  designee,   determines and informs the applicant in writing within  such  forty-five   day period that the public interest requires the commission's review and   its written order.