Wisconsin Statutes 201.05 – Securities
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Terms Used In Wisconsin Statutes 201.05
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Commission: means the office of the commissioner of railroads in the case of water carriers and the public service commission in the case of other public service corporations. See Wisconsin Statutes 201.01
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Municipality: includes cities and villages; it may be construed to include towns. See Wisconsin Statutes 990.01
- Officers: when applied to corporations include directors and trustees. See Wisconsin Statutes 990.01
- Property: includes real and personal property. See Wisconsin Statutes 990.01
- Public service corporation: includes a holding company, as defined under…. See Wisconsin Statutes 201.01
- Securities: means capital stock and evidences of indebtedness of a public service corporation, but do not include any of the following:
(a) Any obligation of a public service corporation which is not a public utility as defined in the federal Power Act, falling due one year or less after its date and bearing date not later than the day of sale. See Wisconsin Statutes 201.01State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01 United States: includes the District of Columbia, the states, the commonwealth of Puerto Rico and the territories organized by congress. See Wisconsin Statutes 990.01
(1) Application to issue. Any public service corporation desiring to issue securities shall file with the commission an application verified by its president or vice president and its secretary or assistant secretary or by the signers of its articles of organization if it has not yet elected officers, setting forth:
(a) The amount and character of the proposed securities;
(b) The purposes for which they are to be issued;
(c) The terms on which they are to be issued, including a detailed description and a detailed statement of the value of any property or services that are to be received in full or partial payment therefor, and of any property or services already received by the corporation, the cost of which is to be reimbursed to the corporation by the proceeds of such securities; and
(d) A statement of the assets and liabilities of the corporation as of the most recent available date, together with such further financial information as the commission may require.
(2) Hearings and inquiries. In order to determine whether the proposed issue complies with the provisions of this chapter, the commission may make such inquiry or investigation, hold such hearings, and examine such witnesses, books, papers, documents or contracts, as it may deem material. It shall determine the value of any property or services for which the securities, in whole or in part, are to be issued. It may also make a valuation, in detail, of all property of the corporation and may determine the full amount of its liabilities if deemed pertinent.
(3) Valuation of franchises. In determining the value of property under this chapter, no franchise to be a corporation and no franchise or privilege granted to a corporation shall be appraised at more than the sum paid therefor to the state or municipality granting the same.
(4) Classes proportionate. The amount of securities of each class which any public service corporation may issue shall bear a reasonable proportion to each other and to the value of the property, due consideration being given to the nature of the business of the corporation, its credit and prospects, the possibility that the value of the property may change from time to time, the effect which such issue will have upon the management and operation of the corporation by reason of the relative amount of financial interest which the various classes of stockholders will have in the corporation, and other considerations deemed relevant by the commission. The provisions of this subsection shall not apply to common stock issued by a public service corporation which has issued or proposes to issue its notes, bonds or other evidences of indebtedness to the United States of America in connection with loans for rural telecommunications facilities made pursuant to the rural electrification act of 1936, as amended.