NY Pub Serv L § 69 (2021)
2021 New York Laws PBS - Public Service Article 4 - Provisions Relating to Gas and Electric Corporations; Regulation of Price of Gas and Electricity 69 - Approval of Issues of Stock, Bonds and Other Forms of Indebtedness; Approval of Mergers or Consolidations.

§ 69. Approval   of   issues  of  stock,  bonds  and  other  forms  of   indebtedness; approval of mergers or consolidations.  A gas  corporation   or   electric   corporation   organized   or   existing,   or  hereafter   incorporated, under or by virtue of the laws of the state of  New  York,   may  issue  stocks,  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,   including  the stock or bonds of any other corporation incorporated for,   or engaged in, the same or a similar business,  in  this  state  or  any   other state, or proposing to operate or operating under a franchise from   the  same  or  any other municipality, for the construction, completion,   extension or improvement of its plant or distributing system, or for the   improvement or maintenance of its service or for the discharge or lawful   refunding of its obligations or for the reimbursement of moneys actually   expended from income or from any other moneys in  the  treasury  of  the   corporation  not  secured  or  obtained from the issue of stocks, bonds,   notes or other evidences of indebtedness  of  such  corporation,  within   five  years  next  prior  to  the  filing  of  an  application  with the   commission for the required authorization,  for  any  of  the  aforesaid   purposes  except maintenance of service and except replacements in cases   where the applicant shall have kept its accounts and  vouchers  of  such   expenditure  in such manner as to enable the commission to ascertain the   amount of moneys so expended and the purposes for which such expenditure   was made; provided and not otherwise that there shall have been  secured   from  the  commission  an  order  authorizing such issue, and the amount   thereof, and stating the purposes to which the issue or proceeds thereof   are to be applied, and that, in  the  opinion  of  the  commission,  the   money, property or labor to be procured or paid for by the issue of such   stock,  bonds,  notes  or other evidences of indebtedness is or has been   reasonably required for the purposes specified in the  order,  and  that   except  as  otherwise permitted in the order in the case of bonds, notes   and other evidences of indebtedness, such purposes are not in  whole  or   in  part reasonably chargeable to operating expenses or to income. Stock   may be issued to stockholders as a stock dividend  provided  that  there   shall  have  been  secured from the commission an order authorizing such   issue and a transfer of surplus to capital in an amount equal to the par   or stated value of the stock so authorized and stating 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  gas  corporation  or electric 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 an order   authorizing such issue and 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.  For the purpose of enabling it to  determine  whether  it   should  issue  such  an order, the commission shall make such inquiry or   investigation, hold such hearings and  examine  such  witnesses,  books,   papers,  documents or contracts as it may deem of importance in enabling    it to reach a determination. Such  corporation  shall  not  without  the   consent  of  the  commission apply said issue or any proceeds thereof to   any purpose not  specified  in  such  order.  Such  gas  corporation  or   electric  corporation may issue notes, for proper corporate purposes and   not in violation of any provision of this or of any other  act,  payable   at  periods  of not more than twelve months without such consent; but no   such notes 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.  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 herein  provided,  a  notice  of  such   transaction  in  such  form  as  the commission may prescribe. Provided,   however, that the commission  shall  have  no  power  to  authorize  the   capitalization of any franchise 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 to any political   subdivision thereof as the consideration for 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  capital  stock of a 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.A  permission or approval by the public service commission of a merger   or consolidation shall not be deemed to be an approval of the  value  of   any  property  or  accounts of any company involved in the merger at the   time of the merger,  nor  shall  any  such  permission  or  approval  be   construed  to  be  a certification by the public service commission that   the  bonds  and/or  capital  stock  of  any  such  merged,  merging   or   consolidating  corporations  are  represented  in  value by commensurate   physical assets  of  such  corporations,  nor  shall  such  approval  be   evidence  as  to the value of any such property or account in subsequent   rate proceedings or before any court or public body.