AGO 1949-51 No. 167.

Case DateNovember 25, 1949
CourtWashington
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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