4. Appropriate Review of Transfer
a. CEQA
Joint Applicants did not specifically cite CEQA in the applications. Joint Applicants believe that PPS and PT will continue to operate as they are now, and Commission-approved tariffs will not be changed by the transfer transactions. Counsel for applicants represents2 that the new owner does not plan for either company, PPS or PT, to be the subject of new construction or other operational changes as a consequence of the transfers of control.
b. Required Commission Authority
Pub. Util. Code § 854(a)3 and § 8514 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 and related sections is to enable the Commission, before any transfer of public utility authority is consummated, to review the situation 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.) The consolidated applications did not cite § 851 in the request for authority; however, we consider § 851 as applicable and therefore include its provisions in any authority granted by this decision.
2 Letter dated December 8, 2004, from Morrison & Foerster LLP, attorney for Joint Applicants.3 854. (a) No person or corporation, whether or not organized under the laws of this state, shall merge, 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 the commission. (In part.) (Emphasis added.)
4 851. No public utility other than a common carrier by railroad subject to Part I of the Interstate Commerce Act (Title 49, U.S.C.) shall sell, lease, assign, mortgage, or otherwise dispose of or encumber the whole or any part of its railroad, street railroad, line, plant, system, or other property necessary or useful in the performance of its
duties to the public, or any franchise or permit or any right thereunder, nor by any means whatsoever, directly or indirectly, merge or consolidate its railroad, street railroad, line, plant, system, or other property, or franchises or permits or any part thereof, with any other public utility, without first having secured from the commission an order authorizing it so to do. (In part.) (Emphasis added.)
