4. Procedural History

AGS filed this application on September 13, 2007, seeking Commission approval on a nunc pro tunc basis of AGS' June 25, 2007 transfer of 1300 shares of AGS stock to DiPasquale, following DiPasquale's payment of $600,000 from his personal funds to Hogan and Hartson, in order to prevent a creditor's action against AGS, based on the debt incurred by Coughlin and the subsequent arbitration award in favor of Hogan and Hartson against AGS.

CPSD filed a timely protest on October 12, 2007, which alleged that AGS failed to comply with the requirement stated in the Settlement Agreement approved in D.06-09-009 for the Coughlin Family Trust to be divested of any ownership interest in AGS, because after AGS's transfer of 1300 shares to DiPasquale in June 2007, Mr. DiPasquale held only a 61 percent interest in AGS, and the balance of the stock was controlled by AGS Holdings, which is ultimately controlled by the Coughlin Family Trust. The protest further alleged that AGS failed to file timely status reports regarding the licensure status of its carrier-customers as required by the Settlement Agreement. AGS filed a reply to the protest on October 29, 2007.

On October 25, 2007, AGS filed an amendment to the application, which sought Commission approval on a nunc pro tunc basis of DiPasquale's indirect acquisition of control of AGS, based on his purchase of the 85 shares in AGS Acquisition from Chrysalis at public auction, after Coughlin defaulted on his loan from Chrysalis Group. The amendment states that after this transaction, DiPasquale owned 100 percent of AGS Acquisition, and the Coughlin Family Trust held no ownership or controlling interest in AGS.

After a prehearing conference, pursuant to an order of the assigned Administrative Law Judge (ALJ), the parties met and conferred regarding the disputed issues in this case.

On January 16, 2008, the parties filed a joint stipulation of facts (Stipulation). In the Stipulation, the parties agreed that the October 2007 transaction, in which DiPasquale obtained 100 percent of the shares of AGS Acquisition by purchasing the shares formerly controlled by Coughlin and subsequently by Chrysalis at public auction, after Coughlin defaulted on his loan from Chrysalis, satisfied the requirement in the Settlement Agreement for divesting the Coughlin Family Trust of control of AGS. The parties also stipulated that the facts relevant to the transfer of control for which authorization is sought in this application include: a) Coughlin's pledge of shares in AGS Acquisition which were controlled by Coughlin Family Trust to Chrysalis Group as security for a loan, b) Coughlin's subsequent default on the loan, which transferred the shares to Chrysalis in approximately January 2006, and c) DiPasquale's purchase of these shares in AGS Acquisition at a public auction in October 2006, after Coughlin defaulted on his loan to Chrysalis.

On February 25, 2009, the Assigned Commissioner and Assigned ALJ issued a Scoping Memo Ruling, which required AGS to file an update on Coughlin's involvement with AGS and the status of Sinking Ship, by no later than March 16, 2009.

On March 16, 2009, AGS filed a Response to the Scoping Memo, which stated that neither Coughlin nor Sinking Ship currently have any ownership interest in AGS, because DiPasquale owns 100 percent of the shares of both AGS and AGS Acquisition, and that the other facts remain the same.