201.06
201.06
Certificate of authority, impounding securities. 201.06(1)(a)(a) Upon the conclusion of its investigation, if the commission shall find that the proposed issue complies with the provisions of this chapter and that the financial condition, plan of operation and proposed undertakings of the corporation will afford reasonable protection to purchasers of the securities to be issued, the commission shall issue to the corporation a certificate of authority stating all of the following:
201.06(1)(a)1.
1. The amount of securities reasonably necessary and the character of the securities.
201.06(1)(a)2.
2. The purposes for which the securities are to be issued in such detail as the commission may consider necessary.
201.06(1)(a)3.
3. The terms on which the securities are to be sold or otherwise disposed of, including a description and a determination of the value of any property or services to be received in partial or full payment therefor.
201.06(1)(b)
(b) A corporation shall not issue the securities on any other terms or for any other purposes than that stated in the certificate issued under
par. (a).
201.06(1)(c)
(c) If any portion of the securities authorized by the certificate are evidences of indebtedness which are to be pledged to secure lawful obligations of the applicant, the commission in its certificate shall state the minimum price at which the securities may be sold in the event of any enforcement of the pledge. If the purpose of the issue is, in whole or in part, to provide funds for properties to be constructed or acquired, the commission may, if it finds that the public interest so requires, require the applicant to impound the proceeds of the securities, or furnish suitable bonds to guarantee the completion of the project, under conditions that the commission finds to be reasonable and specifies in the certificate.
201.06(2)
(2) The commission may attach to the issuance of any certificate under this chapter such terms, conditions or requirements as in its judgment are reasonably necessary to protect the public interest. Any public service corporation dissatisfied with any of the terms or conditions so imposed by the commission in such certificate of authority shall be limited in its remedy to an action to modify or set aside the commission order authorizing a certificate of authority, as provided by
s. 201.08. Any public service corporation issuing securities pursuant to any certificate of authority, not having brought any such action to set aside such order shall be deemed thereby to have waived any and all objections to the terms, conditions and requirements contained in such certificate of authority.
201.06 History
History: 1995 a. 225;
1997 a. 140 s.
12; Stats. 1997 s. 200.06;
1999 a. 150 s.
654,
655; Stats. 1999 s. 201.06.
201.07
201.07
Securities accounted for. The commission may by provision inserted in its certificate of authority require issuers to account for the disposition of all securities requiring its approval. If the securities are issued for money, it may require the issuer to report the price at which the securities were issued, the amount of securities so issued, and the amount of cash which has been received; if they are issued for the refunding or discharge of securities or other indebtedness it may require the issuer to report the amount of securities issued for such purpose, the price at which issued, and the amount and nature of securities or other indebtedness refunded or discharged by such issuance; if they are issued for the acquisition of property or services it may require the issuer to report the amount of securities issued for such purpose, the price at which issued, and information regarding the property or services for which such securities were issued.
201.07 History
History: 1997 a. 140 s.
13; Stats. 1997 s. 200.07;
1999 a. 150 s.
656; Stats. 1999 s. 201.07.
201.08
201.08
Court review. Any action of the commission under the provisions of this chapter shall be subject to review in the manner provided in
ch. 227.
201.08 History
History: 1997 a. 140 s.
13; Stats. 1997 s. 200.08;
1999 a. 150 s.
656; Stats. 1999 s. 201.08.
201.09(1)(1) Any public service corporation, or any agent, director or officer of a public service corporation, who shall directly or indirectly, issue or cause to be issued, any securities for whose issuance a certificate is required contrary to the provisions of this chapter, or who shall apply the proceeds from the sale of the securities to any purpose other than that specified in the certificate of the commission, shall forfeit to the state not less than $500 nor more than $10,000 for each offense.
201.09(2)
(2) Every director, president, secretary or other official or agent of any public service corporation, who shall practice fraud or knowingly make any false statement to secure a certificate of authority to issue any security, or issue under a certificate so obtained and with knowledge of such fraud, or false statement, or negotiate, or cause to be negotiated, any security, in violation of this chapter, shall be fined not less than $500 or imprisoned for not less than one year nor more than 15 years or both.
201.09 History
History: 1997 a. 140 s.
13; Stats. 1997 s. 200.09;
1997 a. 254,
283;
1999 a. 32;
1999 a. 150 s.
656; Stats. 1999 s. 201.09.
201.10
201.10
Fees for authority to issue securities, expenses. 201.10(1)(1) Each public service corporation on filing an application for authority to issue any securities to which this chapter is applicable shall pay with such application, prior to the issuance of a certificate, a fee of $1 per thousand for each $1,000 par value of each authorized issue of securities, but in no case less than $10 for any issue, and for applications filed after December 31, 1972, in no case more than $1,000 for any issue. If any such securities have no par value, the price at which such securities are issued or sold shall be deemed the par value for the purposes of computing the fee payable under this section.
201.10(2)
(2) The fee provisions of
sub. (1) shall not apply, but the provisions of
sub. (3) shall apply, to the issuance, renewal or assumption by a public service corporation which is a public utility as defined in the federal power act, of evidences of indebtedness maturing not more than one year after the date of issue, renewal or assumption thereof.
201.10(3)
(3) Whenever the commission deems it necessary to make an investigation of the books, accounts and practices or to make an appraisal of the property of any public service corporation which has filed an application for authority to issue any securities to which this chapter is applicable, such public service corporation shall pay all expenses reasonably attributable to such special investigation, or to such an appraisal of the property. For the purpose of calculating investigative and appraisal expenses of the commission, 90% of the costs determined shall be costs of the commission and 10% of the costs determined shall be costs of state government operations. The procedure set up by
s. 195.60 or
196.85, whichever is appropriate, for the rendering and collection of bills shall be in all ways applicable to the rendering and collection of bills under this section. Ninety percent of the amounts paid to the public service commission under authority of this subsection shall be credited to the appropriation account under
s. 20.155 (1) (g).
201.10 History
History: 1971 c. 125;
1977 c. 29;
1991 a. 269;
1993 a. 16,
123,
1997 a. 140 s.
13; Stats. 1997 s. 200.10;
1999 a. 150 s.
656; Stats. 1999 s. 201.10.
201.11
201.11
Impaired capital. Whenever the commission shall find that the capital of any public service corporation is impaired it may, after investigation and hearing, issue an order directing such public utility to cease paying dividends on its common stock until such impairment has been made good. Nothing in this section shall be construed to modify the requirements of
ss. 180.0623 and
180.0640.
201.11 History
History: 1989 a. 303,
1997 a. 140 s.
13; Stats. 1997 s. 200.11;
1999 a. 150 s.
656; Stats. 1999 s. 201.11.
201.12
201.12
Judicial sale of corporation, reorganization. Whenever the rights, powers, privileges and franchises of any domestic public service corporation shall be sold at judicial sale or pursuant to the foreclosure of a mortgage, the purchaser shall, within 60 days after the sale, organize a new corporation pursuant to the laws respecting corporations for similar purposes and shall convey to the new corporation the rights, privileges and franchises which the former corporation had, or was entitled to have, at the time of the sale and which are provided by the statutes applicable to domestic public service corporations. The amount of securities that may be issued by the new corporation for the purpose of acquiring the property of the former corporation shall be determined in accordance with
ss. 201.04,
201.05 and
201.06.
201.12 History
History: 1997 a. 140 s.
14; Stats. 1997 s. 200.12;
1997 a. 254;
1999 a. 32;
1999 a. 150 s.
657; Stats. 1999 s. 201.12.
201.13
201.13
Stock. Subject to the regulatory jurisdiction of the commission under this chapter and to all other applicable provisions of law relating to railroad or other special types of corporations, all classes and series of stock of a public service corporation shall be governed by the provisions of
ch. 180.
201.13 History
History: 1997 a. 140 s.
15; Stats. 1997 s. 200.13;
1999 a. 150 s.
658; Stats. 1999 s. 201.13.
201.14
201.14
Validation of securities issued without certificate. Securities issued by any such corporation, for the issuance of which a certificate should have been, but through excusable neglect or mistake was not, applied for, may be validated by the commission upon application of such corporation, signed and verified by the president and secretary, and setting forth the information required by
s. 201.05 (1), and in addition thereto a concise statement of the reasons why such application was not made at the time such securities were issued. If the commission shall find and determine that such failure to make application was due to excusable neglect or mistake, and was not occasioned by any design to evade compliance with the law, and that such issue was otherwise in accordance with law, the commission shall issue to the corporation a validating certificate.
201.14 History
History: 1997 a. 140 s.
16; Stats. 1997 s. 200.14;
1999 a. 150 s.
659; Stats. 1999 s. 201.14.
201.15
201.15
Securities of telecommunications utilities. 201.15(1)(1)
Definition. In this section, "telecommunications utility" has the meaning given in
s. 196.01 (10).
201.15(2)
(2) Notice. A telecommunications utility subject to rate-of-return regulation shall provide the commission with adequate notice of the issuance of any securities not more than 10 business days after the security issuance. The commission shall retain continuing supervisory jurisdiction over the capital structure of any telecommunications utility subject to rate-of-return regulation, necessary to enforce
ss. 196.204 and
196.219.
201.15(3)
(3) Capital structure. In a rate case involving a telecommunications utility subject to rate-of-return regulation, the commission may impute an appropriately balanced capital structure if the telecommunications utility has not maintained a reasonably balanced capital structure.
201.15(4)(a)(a) If the commission finds that the capital of a telecommunications utility subject to rate regulation, other than a small telecommunications utility, is impaired, the commission may, after investigation and opportunity for hearing, issue an order directing the telecommunications utility to cease paying dividends on its common stock until the impairment is corrected.
201.15(4)(b)
(b) If the commission finds that a small telecommunications utility subject to rate-of-return regulation is an equity-thin utility, as defined in
s. 196.215 (1) (am), the commission may, after investigation and opportunity for hearing, issue an order directing the small telecommunications utility to cease paying dividends on its common stock until the small telecommunications utility is no longer an equity-thin utility.
201.15 History
History: 1993 a. 496,
1997 a. 140 s.
17; Stats. 1997 s. 200.15;
1999 a. 150 s.
660; Stats. 1999 s. 201.15.
