(A) A franchise shall not be sold, assigned or transferred (including through inheritance), either in whole or in part, nor shall title thereto, either legal or equitable, or any right or interest therein, pass to or vest in any person or entity without full compliance with the procedure set forth in this section.
(B) The provisions of this section shall apply to the sale or transfer of all or a share of a telecommunications carrier’s assets or shares of stock and to a merger (including any parent and its subsidiary corporation), consolidation, creation of a subsidiary corporation of the parent company or sale or transfer of stock in a company so as to create a new controlling interest. The term
CONTROLLING INTEREST as used in this section is not limited to majority stock ownership, but includes actual working control in whatever manner exercised, including the creation or transfer of decision-making authority to a new or different board of directors.
(1) The parties to the sale or transfer shall make a written request to the Town for its approval of a sale or transfer. The written request shall be accompanied by all information required by FCC rules and shall be presented on a form as prescribed by FCC rules. Thereafter, the Town shall have 120 days to act on the request or it shall be deemed granted subject to the provisions following. If the Town finds that the application is not complete, as required by FCC rules, it shall notify the parties within 60 days of the initial filing. The notice shall stay the running of the 120 days until such time as the parties file a complete application in accordance with FCC rules. If the Town does not so notify the parties within the 60 days following the filing of an application, the application shall be deemed complete and the 120 days shall run from the date such application was filed. The Town may request such additional information as it might reasonably determine to be necessary to act on the request. The request shall not, however, extend the 120-day period unless mutually agreed to by all parties or such extension is expressly permitted by the FCC rules.
(2) The Town shall signify in writing within the time aforesaid its approval of the request or its determination that a public hearing is necessary due to potential adverse effect on a company’s subscribers.
(3) If a public hearing is deemed necessary pursuant to subsection (B)(2) of this section, such hearing shall be commenced within 30 days of such determination, and notice of any such hearing shall be given 14 days prior to the hearing by publishing a notice. The notice shall contain the date, time and place of the hearing and shall briefly state the substance of the action to be considered by the Town.
(4) Within 30 days after the closing of the public hearing, the Town shall approve or deny in writing the sale or transfer request.
(5) Within 30 days of any transfer, a company shall file with the Town a copy of the deed, agreement, mortgage, lease or other written instrument evidencing such sale, transfer of ownership or control or lease, certified and sworn to as correct by such company.
(C) In reviewing a request for sale or transfer pursuant to division (A) of this section, the Town may inquire into the legal, technical and financial qualifications of the prospective controlling party and a franchisee shall assist the Town in so inquiring. The Town may condition such transfer upon such terms and conditions as it deems reasonably appropriate to satisfy such qualifications; provided, however, that the Town shall not unreasonably withhold its approval. As a condition of approval of a transfer or assignment of ownership or control, the Town may require that the transferee become a signatory to the franchise agreement entered into by the Town and the predecessor of the transferee.
(D) A franchisee shall notify the Town in writing of any change in administrative officials regarding its telecommunications system within 14 days of the change.
(E) Notwithstanding anything to the contrary in this chapter or a franchise agreement, no prior consent by the Town shall be required for any transfer or assignment to any entity controlling, controlled by or under the same common control of the transferring party. However, in such a transfer or assignment, such transferring party shall remain liable for all financial obligations as required pursuant to its franchise and this chapter, unless otherwise agreed to by the Town. The agreement to release the transferring company shall not be withheld unreasonably and shall further be provided in all transfers or assignments where the transferee party has a net worth of not less than $25,000,000 as reflected by its most current audited financial statement.
(`83 Code, § 13-753) (Ord. 00-20, passed 9-11-00)