Discussion
Pub. Util. Code § 854(a) states in pertinent part:
No person or corporation, . . . shall . . . acquire, or control either directly or indirectly any public utility organized and doing business in this state without first securing authorization to do so from this commission. The commission may establish by order or rule the definitions of what constitute . . . acquisition, or control activities which are subject to this section. . . .
The purpose of this and related sections is to enable the Commission, before any acquisition or transfer of control of public utility property takes place, to review the matter and take such action, as a condition of the transfer, as the public interest may require. (oCen Communications, Inc., Decision (D.) 00-08-030, 2000 Cal. PUC LEXIS 662 (August 11, 2000).) Applicants argue that there is an apparent conflict in Commission opinions as to whether reincorporation necessarily constitutes a change in control requiring Commission approval. To illustrate, they cite a 1993 Commission decision9 in which the Commission held that the "spin off" of a wholly owned subsidiary did not require § 854 approval if appropriately structured. They also cite three more recent decisions10 in which the Commission ruled on reincorporation proposals on their merits. No conflict exists: the most recent decisions reflect current Commission policy.
The change in state of incorporation will have no adverse effect on the customers of SureWest-California's subsidiaries. To these customers, the change will be transparent. SureWest-Delaware, the surviving entity post-merger, has the same principal executive offices and telephone number as SureWest-California and the four subsidiaries. The proposed transaction does not involve a permanent change in the name under which the company operates, or a change in the manner in which it provides service in California.
No authority for new construction is requested by this application and no utility assets are being shifted. Accordingly, this matter is not subject to the California Environmental Quality Act. There have been no protests to this application.
In Resolution ALJ-3094, dated September 5, 2002, the Commission preliminarily categorized this proceeding as ratesetting, and determined that hearings were not necessary. These preliminary determinations are upheld.
The application is granted, subject to the terms and conditions set forth below.
This is an uncontested matter in which the decision grants the relief requested. The application requests expedited approval. Pursuant to §§ 851-854, the Executive Director may grant noncontroversial applications by nondominant telecommunications carriers to transfer assets or control.11
9 Re Pacific Telesis Group, D.93-11-011, 51 CPUC2d 728 (1993). 10 oCen Communications, Inc., supra; Accelerated Connections, Inc., D.98-06-092, 1998 Cal. PUC LEXIS 830 (June 30, 1998); Telephone and Data Systems, Incorporated, D.98-05-064, 1998 Cal. PUC LEXIS 553 (May 21, 1998). 11 Re Crico Telecommunications of San Jose, D.87-10-035, 1987 Cal. PUC LEXIS 283; Re California Associations of Long Distance Telephone Companies, D.86-08-057, 1986 Cal. PUC LEXIS 786.
