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23-3-306. Procedure generally.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-3-306. Procedure generally.
(a) Any person who acquires five percent (5%) or more of the aggregate number of the issued and outstanding voting securities of a domestic public utility, within two (2) business days thereafter, shall deliver written notice of the acquisition to the Arkansas Public Service Commission. The following information shall be included in the notice:
(1) The name and address of each person and all affiliates of that person;
(2) The number and class of all shares held by each person and all affiliates of that person; and
(3) Whether the person or any affiliate of that person, individually or collectively, intends to acquire ten percent (10%) or more of the aggregate number of the issued and outstanding voting securities of the domestic public utility.
(b) No person other than the issuer of the securities of the domestic public utility or an affiliate of the issuer shall make a tender offer for, request, or invite tenders of, or enter into any agreement to exchange, seek to acquire, or acquire, in the open market or otherwise, any issued and outstanding voting securities of a domestic public utility regulated by the commission if, after the consummation of that action, the person would, directly or indirectly or by conversion or by exercise of any right to acquire, be in control of the domestic public utility. No person shall merge with or otherwise acquire control of a domestic public utility unless the acquiring party is an affiliate of the domestic public utility or unless, at the time the offer, request, or invitation is made, or prior to the acquisition of the securities if no offer or agreement is involved, the person has filed with the commission and has sent to the domestic public utility a statement containing the information re
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-3-306
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-3-306
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 34d1cf0844eec529d383b7819f0e4e096674800dff77207098eee4d02f91b329
Source location: content.xml paragraph 2188
Stored source content
23-3-306. Procedure generally.
(a) Any person who acquires five percent (5%) or more of the aggregate number of the issued and outstanding voting securities of a domestic public utility, within two (2) business days thereafter, shall deliver written notice of the acquisition to the Arkansas Public Service Commission. The following information shall be included in the notice:
(1) The name and address of each person and all affiliates of that person;
(2) The number and class of all shares held by each person and all affiliates of that person; and
(3) Whether the person or any affiliate of that person, individually or collectively, intends to acquire ten percent (10%) or more of the aggregate number of the issued and outstanding voting securities of the domestic public utility.
(b) No person other than the issuer of the securities of the domestic public utility or an affiliate of the issuer shall make a tender offer for, request, or invite tenders of, or enter into any agreement to exchange, seek to acquire, or acquire, in the open market or otherwise, any issued and outstanding voting securities of a domestic public utility regulated by the commission if, after the consummation of that action, the person would, directly or indirectly or by conversion or by exercise of any right to acquire, be in control of the domestic public utility. No person shall merge with or otherwise acquire control of a domestic public utility unless the acquiring party is an affiliate of the domestic public utility or unless, at the time the offer, request, or invitation is made, or prior to the acquisition of the securities if no offer or agreement is involved, the person has filed with the commission and has sent to the domestic public utility a statement containing the information required by § 23-3-307 and the offer, request, invitation, or acquisition has been approved by the commission in the manner prescribed in §§ 23-3-310 and 23-3-311.
(c) The commission may modify the aforementioned procedures to the extent necessary to conform to the requirement of Regulation 14D under the Securities Exchange Act of 1934, as amended.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-3-307. Statement filed with commission — Contents — Amendments.
(a) The statement to be filed with the Arkansas Public Service Commission as required by § 23-3-306 shall be made under oath or affirmation and shall contain the following information:
(1) The name and address of each acquiring party and all affiliates thereof, and:
(A) If the acquiring party is an individual, his or her principal occupation and all offices and positions held during the past five (5) years, and any conviction of crimes other than minor traffic violations during the past ten (10) years; or
(B) If the acquiring party is not an individual, a report of the nature of its business and its affiliates' operations during the past five (5) years or for such lesser period as the acquiring party and any predecessors thereof shall have been in existence, an informative description of the business intended to be done by the acquiring party and its subsidiaries, and a list of all individuals who are or who have been selected to become directors or officers of the acquiring party or who perform or will perform functions appropriate or similar to those positions. The list shall include for each individual the information required by subdivision (a)(1)(A) of this section;
(2) The source, nature, and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a detailed description of any transaction wherein funds were or are to be obtained for that purpose, and the identity of persons furnishing the consideration. However, where a source of the consideration is a loan made in the lender's ordinary course of business, the identity of the lender shall remain confidential if the person filing the statement so requests;
(3) Audited financial information
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-3-307
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-3-307. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-3-310. Grounds for disapproval.
The Arkansas Public Service Commission shall approve any merger or other acquisition of control referred to in § 23-3-306 unless, after a public hearing thereon, it finds that one (1) or more of the following conditions will exist if the merger or other acquisition of control is consummated, in which event it shall disapprove the merger or acquisition of control and the merger or acquisition of control shall not be consummated:
(1) The acquisition of control would adversely affect the contractual obligations of the domestic public utility or of any person controlling the domestic public utility or the ability or commitment to continue to render the same level of service to its customers that the domestic public utility is currently rendering;
(2) The effect of the merger or other acquisition of control would be substantially to lessen competition in the furnishing of public utility service in this state;
(3) The financial condition of any acquiring party is such as might jeopardize the financial stability of the domestic public utility or any person controlling the domestic public utility or would otherwise prejudice the interest of the domestic public utility's customers;
(4) The plans or proposals which an acquiring party has to liquidate the public utility or any such controlling person, to sell its assets or a substantial part thereof, or to consolidate or merge it with any person, or to make any other material change in its investment policy, business or corporate structure, or management would be detrimental to the customers of the domestic public utility and not in the public interest; or
(5) The competence, experience, and integrity of those persons who would control the operation of the domestic public utility are s
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-3-310
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-3-310. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-3-311. Hearing — Notice — Determination.
(a) The public hearing referred to in § 23-3-310 shall be commenced within thirty (30) days after the statement required by § 23-3-306 is filed.
(b)(1) The place, date, and time for the public hearing shall be set by the Arkansas Public Service Commission, and notice of the hearing shall be given by the commission to the person filing the statement and to the domestic public utility at least twenty (20) days prior to the date of the public hearing.
(2) Notice of the public hearing shall be given by the person filing the statement to such other persons and in such manner as may be directed by the commission at least fifteen (15) days prior to the public hearing.
(3)(A) Notice of the hearing, in a form to be specified by the commission, shall be mailed, or shall be given in such other manner as may be determined by the commission, by the domestic public utility to its customers within ten (10) business days after it has received notice of the hearing from the commission.
(B) The expenses of preparation and mailing and giving of notice shall be borne by the person filing the statement required by § 23-3-306. As security for the payment of expenses, the commission may require the person to file with the commission an acceptable bond or other deposit in an amount to be determined by the commission.
(c) The public hearing shall be concluded within thirty (30) days after the commencement of the hearing.
(d) The commission shall make a determination of the factors specified in § 23-3-310 within thirty (30) days after the conclusion of the hearing, and any merger or other acquisition of control within the purview of this subchapter shall be deemed approved unless the commission has, within thirty (30) days after the concl
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-3-311
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-3-311. This identifies an authority to review, not proof of applicability.