§ 8-1-2-49 — Inspection of books and records; affiliated interests; jurisdiction; annual reports

Indiana § 8-1-2-49

• Jurisdiction: Indiana
• Art. 1: UTILITIES GENERALLY
• Ch. 2: Utility Regulation

Text

(1) The commission or any commissioner when
authorized by the commission or any person or persons employed by
the commission for that purpose shall upon demand have the right to
inspect the books, accounts, papers, records, and memoranda of any
public utility and to examine, under oath, any officer, agent, or
employee of such public utility in relation to its business and affairs.
Any person other than one of said commissioners who shall make such
demand shall produce his authority to make such inspection. The
commission shall have jurisdiction over holders of the voting capital
stock of all public utility companies under its jurisdiction to such extent
as may be necessary to enable the commission to require the disclosure
of the identity in respective interests of every owner of any substantial
interest in such voting capital stock. One percent (1%) or more is a
substantial interest, within the meaning of this section.
(2) Said commission shall have jurisdiction over affiliated interests
having transactions, other than ownership of stock and receipt of
dividends thereon, with utility corporations and other utility companies
under the jurisdiction of the commission, to the extent of access to all
accounts and records of joint or general expenses, any portion of which
may be applicable to such transactions, and to the extent of authority
to require such reports to be submitted by such affiliated interests, as
the commission may prescribe. For the purpose of this section only,
"affiliated interests" include the following:
(a) Every corporation and person owning or holding directly or
indirectly ten percent (10%) or more of the voting capital stock of
such utility corporation.
(b) Every corporation and person in any chain of successive
ownership of ten percent (10%) or more of voting capital stock.
(c) Every corporation ten percent (10%) or more of whose voting
capital stock is owned by any person or corporation owning ten
percent (10%) or more of the voting capital stock of such utility
corporation or by any person or corporation in any such chain of
successive ownership of ten percent (10%) or more of voting
capital stock.
(d) Every person who is an officer or director of such utility
corporation or of any corporation in any chain of successive
ownership of ten percent (10%) or more of voting capital stock.
(e) Every corporation which has one (1) or more officers or one
(1) or more directors in common with such utility corporation.
(f) Every corporation or person which the commission may
determine as a matter of fact after investigation and hearing is
actually exercising any substantial influence over the policies and
actions of such utility corporation even though such influence is
not based upon stockholding, stockholders, directors, or officers
to the extent specified in this section.
(g) Every person or corporation who or which the commission
may determine as a matter of fact after investigation and hearing
is actually exercising such substantial influence over the policies
and actions of such utility corporation in conjunction with one (1)
or more other corporations and/or persons with which or whom
they are related by ownership and/or blood relationship or by
action in concert that together they are affiliated with such utility
corporation within the meaning of this section even though no one
of them alone is so affiliated; provided, however, that no such
person or corporation shall be considered as affiliated within the
meaning of this section if such person or corporation is otherwise
subject to the jurisdiction of the commission or such person or
corporation shall not have had transactions or dealings other than
the holding of stock and the receipt of dividends thereon with
such utility corporation during the two (2) year period next
preceding.
No management, construction, engineering, or similar contract, made
after March 8, 1933, with any affiliated interest, as defined in this
section, shall be effective unless it shall first have been filed with the
commission. If it be found that any such contract is not in the public
interest, the commission, after investigation and a hearing, is hereby
authorized to disapprove such contract.
(3) Every annual report of any utility corporation reporting under
this chapter to the commission shall contain, in addition to any other
information required to be included by or pursuant to law, the
following information:
(a) It shall state the name and address of, and the number of
shares held by each holder of one percent (1%) or more of the
voting capital stock of the reporting corporation, according to its
records.
(b) Where one percent (1%) or more of the voting capital stock of
the reporting corporation is held by a trustee or trustees, or other
intermediate agency, for the beneficial interest of an owner or
owners, other than the holder of record, or where one percent
(1%) or more of the voting capital stock of the reporting
corporation is held by another corporation, such annual report
shall state, if the information is available from the records of the
reporting corporation, the name and addresses and respective
interests of such beneficial owners, and the names and addresses
of the officers and directors of any such other corporation and the
total number of shares of capital stock thereof held by each,
showing separately the number of shares of the voting capital
stock, and the names and addresses and respective stockholdings
of every stockholder of such other corporation holding one
percent (1%) or more of its voting capital stock. Such report shall
be accompanied by a certified copy of each trust agreement or
other instrument under which any voting capital stock of the
reporting corporation is held.
Where the information specified in subsection (3)(b) is not available
from the records of the reporting corporation, any such holder, of
record, of one percent (1%) or more of the voting capital stock of the
reporting corporation, if ordered so to do by the commission, shall file
with the commission, a sworn statement, in such form and to be filed
within such time as the commission shall prescribe, setting forth
whether or not any of such stock held by him or it is so held for the
beneficial ownership of any person, firm, limited liability company, or
corporation other than the record holder thereof, and, if stated to be so
held, the names, addresses, and respective interests of such beneficial
owners. If such stockholder is a trustee, he or it also shall file with such
statement a certified copy of the trust agreement or other instrument
under which such stock is held. A corporation which is the holder, of
record, of one percent (1%) or more of the voting capital stock of the
reporting corporation, if ordered so to do by the commission, and
regardless of whether the information is or is not available or
apparently available from the records of the reporting corporation, also
shall file with the commission a sworn statement, in such form and to
be filed within such time as the commission shall prescribe, or shall
include in the sworn statement, if any, required to be filed by it
pursuant to other provisions of this chapter a statement setting forth the
names and addresses of its officers and directors and the total number
of shares of its capital stock, held by each, showing separately the
number of shares of the voting capital stock, and the names and
addresses and respective stockholdings of each stockholder thereof
holding one percent (1%) or more of its voting capital stock.
(4) If the annual report, or the sworn statements provided for in this
section, do not furnish the information desired, because of any chain of
successive ownership or of stockholdings, or because of an
intermediate agency or agencies, or for any other reason, the
commission, by order, may require similar sworn statements from any
person or corporation who or which can give the necessary information,
as the commission may have discovered from its investigations, to the
end that the commission may obtain a complete disclosure of the
natural persons, firms, limited liability companies, or corporations and
their respective interests, who or which own or control directly or
indirectly one percent (1%) or more of the voting capital stock of the
reporting corporation.
Formerly: Acts 1913, c.76, s.52; Acts 1933, c.190, s.6. As
amended by P.L.59-1984, SEC.23; P.L.8-1993, SEC.107.