Oregon Bulletin
January 1, 2011
Rule
Caption: In the Matter of a Revision to OAR
860-084-0190 to comport with ORS 757.365.
Adm.
Order No.: PUC 6-2010
Filed with Sec. of
State: 11-19-2010
Certified to be
Effective: 11-19-10
Notice Publication
Date: 10-1-2010
Rules Amended: 860-084-0190
Subject: The adopted changes were necessary to align the
Commission’s administrative rules regarding Distributing Solar Capacity by Size
to ORS 757.365. The targeted goal in 860-084-0190 should be a measurement of
the capacity deployed to small-scale and medium-scale solar photovoltaic energy
systems.
Rules Coordinator: Diane Davis—(503) 378-4372
860-084-0190
Distributing Capacity by System
Size
(1) A solar photovoltaic system capacity is the total
capacity contracted by a single retail electricity consumer.
(2) Three size classes of qualifying systems are
established and defined by a range of nameplate capacity; the Commission may
modify these capacity ranges.
(a) A small-scale system has a nameplate capacity of
less than or equal to 10 kilowatts;
(b) A medium-scale system has a nameplate capacity
greater than 10 kilowatts and less than or equal to100 kilowatts; and
(c) A large-scale system has a nameplate capacity
greater than 100 kilowatts and less than or equal to 500 kilowatts.
(3) Small-scale and medium-scale systems must be
targeted to attain a goal of 75 percent of the capacity deployed under the
solar photovoltaic pilot program.
(4) An electric company must allocate certain
percentages of its pilot capacity allocation for small-scale, medium-scale, and
large-scale capacity systems as directed by Commission order.
(5) An electric company with less than one megawatt of
total allocation must allocate 100 percent of its solar photovoltaic capacity
limit to retail electricity consumers installing small-scale systems.
Stat Auth: ORS 757.360 - 757.380
Stats. Implemented: ORS 757.360 -
757.380
Hist.: PUC 2-2010, f. & cert.
ef. 6-1-10; PUC 6-2010, f. & cert. ef. 11-19-10
Rule
Caption: In the Matter of Rulemaking to
Require Energy Utility Reporting Relating to Major Shareholders.
Adm.
Order No.: PUC 7-2010
Filed with Sec. of
State: 12-2-2010
Certified to be
Effective: 12-2-10
Notice Publication
Date: 10-1-2010
Rules Adopted: 860-027-0175
Subject: The new rule addresses the concerns that major
shareholders of a regulated utility have the potential to exercise substantial
influence over a utility. The new rule clarifies when and how a utility is
required to identify and report to the Commission new major shareholders. The
rule creates new reporting requirements for the regulated energy utility
companies; including but not limited to a new annual report and additional
reports that are dependent upon the actions of major shareholders.
Rules Coordinator: Diane Davis—(503) 378-4372
860-027-0175
Energy Utility Reporting
Requirements Relating to Major Shareholders
(1) As used in this rule:
(a) “Beneficial owner(ship)” has the meaning defined in
17 CFR § 240.13d-3 (April 1, 2009).
(b) “Board
member” means a member of the board of directors of an energy utility or the
board of directors of an entity or person authorized by the Commission to
exercise substantial influence over an energy utility.
(c) “Major shareholder” means a person that is a
beneficial owner, directly or indirectly, of five percent or more of an energy
utility. In the event a person is a beneficial owner of shares of a parent of
an energy utility, the person may also be an indirect beneficial owner of the
energy utility. Indirect beneficial ownership of an energy utility is
calculated by multiplying the person’s percentage of beneficial ownership of
the parent by the parent(s)’s percentage of beneficial ownership of the energy
utility.
(d) “Person” has the meaning set forth in ORS 756.010(5).
(e) “Schedule 13D” means the statement filed with the
Securities and Exchange Commission, as required by 17 C.F.R. 240.13d-1 (April
1, 2009), and containing the information required by 17 C.F.R. 240.13d-101
(April 1, 2009).
(f) “Schedule 13G” means the statement filed with the
Securities and Exchange Commission, as required by 17 C.F.R. 240.13d-1 (April
1, 2009), and containing the information required by 17 C.F.R. 240.13d-102
(April 1, 2009).
(g) “Securities and Exchange Commission” means the federal
agency created under Section 4 of the 1934 Securities Exchange Act, as codified
at 15 U.S.C. 78d (January 5, 2009).
(h) “Tender offer” means an offer to purchase the
equity securities of an energy utility, or the solicitation of an offer to sell
the equity securities of an energy utility, that would constitute a tender
offer, or a request or invitation for tender, for the purpose of Section 14(d)
of the Securities Exchange Act of 1934, as codified at 15 U.S.C. 78n(d)
(February 1, 2010).
(2) An energy utility must submit a written report to
the Commission by March 1 of each calendar year.
(a) The report must list the energy utility’s major
shareholders and their respective percentages of beneficial ownership of the
energy utility and parent(s), to the extent such information is then known to
management of the energy utility; or, if there are no major shareholders, the
report must state that there are none.
(b) Information in the report must be current as of
December 31 of the previous year or a more recent date if so specified by the
energy utility in the report.
(3) In addition to the March 1 report, within 10
business days after the energy utility acquires actual knowledge of the
existence and identity of a major shareholder, the energy utility must submit a
written report to the Commission that identifies the major shareholder and
lists the shareholder’s percentage of beneficial ownership of the energy
utility and parent(s). The energy utility may rely on information in Schedule
13D or Schedule 13G filings with the Securities and Exchange Commission. The
report must include copies of Schedule 13D or Schedule 13G filings made with
the Securities and Exchange Commission by the listed major shareholders, when
copies have not been provided previously to the Commission.
(4) Each energy utility must report to the Commission
within 10 business days after the energy utility acquires actual knowledge of
the existence of a Schedule 13D filing made with the Securities and Exchange
Commission by a major shareholder with respect to beneficial ownership or
intended beneficial ownership of the energy utility or parent(s).
(5) Each energy utility must file with the Commission a
detailed report describing any of the following actions taken by, or on behalf
of, a major shareholder within 10 business days after the energy utility
acquires actual knowledge of the action:
(a) A request to insert in the proxy statement of the
energy utility or a parent of the energy utility:
(A) The major shareholder’s nominee for election to the
board of directors of the energy utility or parent of the energy utility, or
(B) A proposal that could materially affect the
policies or actions of the energy utility;
(b) The initiation of an independent solicitation of
proxies to vote for:
(A) The major shareholder’s nominee for election to the
board of directors of the energy utility or a parent of the energy utility, or
(B) A proposal that could materially affect the
policies or actions of the energy utility;
(c) The initiation of a withhold or “vote no” campaign
against any existing member of the board of directors of the energy utility or
parent of the energy utility;
(d) The placement on the ballot used at a meeting of
the shareholders of the energy utility or a parent of the energy utility, :
(A) The major shareholder’s nominee for election to the
board of directors of the energy utility or such parent, or
(B) A proposal that could materially affect the
policies or actions of the energy utility;
(e) The expression of an intent to take any of the
actions set forth in sections (5)(a) through (5)(d), if the energy utility does
not comply with a request by the major shareholder;
(f) The expression of an intent to buy or sell shares
of the energy utility or a parent if the energy utility does not comply with a
request by the major shareholder that would materially affect the policies or
actions of the energy utility;
(g) The initiation of a tender offer with respect to
the energy utility or parent;
(h) Any other expression by a major shareholder of
intent to:
(A) Take an action that could materially affect the
policies or actions of the energy utility if the energy utility does not comply
with a request from the major shareholder, or
(B) Provide an inducement to the energy utility for
complying with a request by the major shareholder that could materially affect
the policies or actions of the energy utility; and
(i) An action or event that would require a major
shareholder to make a 13D filing with the Securities and Exchange Commission.
(6) Each board member is required to report to the
Chief Executive Officer or President of the energy utility any action of a
major shareholder described in section (5) of this rule within five business
days after the board member acquires actual knowledge of such action.
(7) The energy utility, directly or indirectly through
a parent, must notify each board member in writing, at least once every 12
months, of the reporting obligations described in section (6) of this rule. The
energy utility must maintain at its corporate office, copies of these notices
for a period two years from the date of such notice, and must produce such
notices to the Commission within five business days of a request by the
Commission.
(8) An energy utility is not required to provide a
report to the Commission for:
(a) A request made by a major shareholder, or the
representative of a major shareholder, in the capacity of a shareholder, for
information normally available to shareholders of the energy utility or a
parent; or
(b) A request made by the major shareholder, or the
representative of a major shareholder, in the capacity of a customer of the
energy utility, regarding utility service.
(9) Unless expressly provided in a Commission order,
this rule does not apply to any actions otherwise reportable by the energy
utility or a parent or its respective board members under section (5) where the
major shareholder has been authorized to exert control or influence by a
Commission order entered under ORS 757.511.
(10) The energy utility must identify a report
submitted to the Commission under this rule as a report filed under OAR
860-027-0175. The energy utility must describe the basis for a request that the
report, or any portion thereof, be treated as containing information not subject
to public disclosure, as required by OAR 860-001-0070. The Commission will
review the report and determine if a filing by the major shareholder under ORS
757.511 is required.
Stat. Auth.: ORS 756.040, 757.511
Stats. Implemented: ORS 757.511
Hist.: PUC 7-2010, f. & cert.
ef. 12-2-10
Notes
1.) This online version of the OREGON BULLETIN is provided for convenience of reference and enhanced access. The official, record copy of this publication is contained in the original Administrative Orders and Rulemaking Notices filed with the Secretary of State, Archives Division. Discrepancies, if any, are satisfied in favor of the original versions. Use the OAR Revision Cumulative Index found in the Oregon Bulletin to access a numerical list of rulemaking actions after November 15, 2010.
2.) Copyright 2011 Oregon Secretary of State: Terms and Conditions of Use |