6. Discussion

Pub. Util. Code §§ 851-854 require Commission authorization before a company may "merge, acquire, or control . . . any public utility organized and doing business in this state . . . ." The purpose of these sections is to enable the Commission to review the situation, before any transfer of public utility property is consummated, and to take such action, as a condition of the transfer, as the public interest may require. (San Jose Water Co., (1916) 10 CRC 56.)

This proposed transfer will not affect Working Assets Long Distance's (Working Assets') certificate of public convenience and necessity (CPCN). Management will remain the same. Financial documents filed under seal as Exhibits A and C show that Working Assets continues to meet the financial requirements imposed on new telecommunications entrants.

We will grant Applicants' request for a waiver of Rule 16(a) for Working Assets, as Applicants agree to waive any objection to Commission jurisdiction, on the basis that it is not qualified to transact business in California. (See declaration attached as Exhibit D to the application.)

Applicants have noted correctly that, as demonstrated by the financial documents attached as Exhibits A and C to the application, no party to this transaction has gross annual California revenues exceeding ($500,000,000.00). Accordingly, § 854(b)(c) of the California Pub. Util. Code is inapplicable, and the application qualifies for expedited ex parte approval by the Executive Director.

The proposed transfer promises improved efficiency for the applicants, which can enhance applicants' ability to provide telecommunications services to its customers and protect customers from financial risk associated with business of the other subsidiaries of Working Assets, Inc. No changes in the existing services of Working Assets are proposed.

There have been no protests to this application, and the contemplated transfer of control appears to be noncontroversial. The application requests expedited approval of the application. Expedited approval may be granted by the Executive Director pursuant to authority delegated to him by the Commission to grant "noncontroversial applications for authority to transfer assets or control under [Pub. Util.] Code §§ 851-855 . . . ." (CAWC, Inc. (1987), D.87-04-017; see also D.86-08-057.)

In Resolution ALJ 176-3074, dated October 26, 2001, the Commission preliminarily categorized this proceeding as ratesetting, and preliminarily determined that hearings were not necessary. Based on the record, we conclude that a public hearing is not necessary, nor is it necessary to alter the preliminary determinations in Resolution ALJ 176-3074.

The application is granted, subject to the terms and conditions set forth below.