AGO 1949-51 No. 167.
Case Date | November 25, 1949 |
Court | Washington |
Washington Attorney General Opinions
1949.
AGO 1949-51 No. 167.
November 25,
1949[Orig. Op. Page 1]PRIVATESALE OF SECURITIES
IN PUBLIC SERVICE COMPANY.Washington Public
Service Commission approval is not a prerequisite to a valid sale and transfer
by an existing stockholder to a prospective stockholder of common stock
constituting the controlling interest of the public service corporation.Washington Public Service
Commission Insurance Building Olympia,
WashingtonCite as: AGO
1949-51 No. 167Attention: !ttHonorable Raymond W. Clifford,
Commissioner
Gentlemen:
You have inquired whether the approval of the Washington Public
Service Commission is a prerequisite to a valid sale and transfer by an
existing stockholder to a prospective stockholder of common stock constituting
the controlling interest of a public service corporation.
Your question is answered in the negative.
ANALYSIS
Your written request of November 22, 1949, reads in part as
follows:
"The Washington Public Service Commission was notified by the
Secretary of the Prescott Telephone and Telegraph Company, Inc., on October 12,
1949, of the transfer of certain stock of the corporation, effective on that
date.
"Mr. Martin V. Palmer acquired four (4) shares of stock from Mrs.
U. F. Edgecombs, and thirteen (13) shares of stock from Mr. F. M. Benson. The
outstanding common stock of the Prescott Telephone and Telegraph Company, Inc.,
totals eighteen (18) shares, and those shares purchased by Mr. Palmer
constitute the majority of the outstanding common stock, and represent
effective control of the company.
[Orig. Op. Page 2]
"The Commission requests your opinion as to whether or not under
the provisions of Chapter 159, Laws of 1941, or any other Public Service Law,
this transaction must be submitted to the Commission for its approval."
Chapter 159, Laws of 1941, as amended by chapter 75, Laws of
1945, in so far as applicable to your inquiry, reads:
"The term 'department' when used in this act shall mean the
Department of Public Service of Washington or such body as may succeed to the
powers and duties now exercised by the Department of Public Service.
"The term 'public service company' shall mean every person, firm,
corporation or association, or their lessees, trustees or receivers, now or
hereafter engaged in business in this state as a public utility and subject to
regulation as...
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