Pennsylvania Appellate Practice
- Details
- Written by Melissa A. Chapaska Melissa A. Chapaska
- Category: Uncategorised Uncategorised
- Published: 08 January 2019 08 January 2019
- Created: 08 January 2019 08 January 2019
West's Pennsylvania Appellate Practice
Initially published by Kevin and his co-authors in 1986 and updated annually, Pennsylvania Appellate Practice is the recognized treatise on appellate practice in Pennsylvania. The three volume set is available on legal research databases, in hard copy in law libraries, and from the publisher Thomson Reuters. Pennsylvania’s appellate courts frequently cite Pennsylvania Appellate Practice as authority. See, for example, Dougherty v. Heller, 138 A. 3d 611, 629 n. 11 (Pa. 2016) (citing with approval best practices when appealing a collateral order); Schmidt v. Boardman Co., 11 A. 3d 924, 941 (Pa. 2011) (quoting with approval commentary on need to preserve issues in order to secure Supreme Court’s discretionary review); In re Navarra, 185 A. 3d 342, 350 (Pa. Super. 2018)(relying on treatise’s explanation of Pa. R.A.P. 342 relating to estate orders immediately appealable); T.M. v. Elwyn, Inc., 950 A.2d 1050, 1064 (Pa. Super. 2007) (concurring opinion) (referring to treatise as “the ‘Bible’ of Pennsylvania appellate practice”); UnitedHealthcare of Pennsylvania, Inc., v. Baron, 171 A. 3d 943, 951 (Pa. Cmwlth. 2017)(en banc) (citing treatise for authority that intervention as a party petitioner is not permitted).
Pennsylvania Pa PUC Utility Mergers & Acquisitions, Changes of Control & Restructurings
- Details
- Written by Melissa A. Chapaska Melissa A. Chapaska
- Category: Uncategorised Uncategorised
- Published: 04 September 2017 04 September 2017
- Created: 18 August 2017 18 August 2017
Pennsylvania Pa PUC Utility Mergers & Acquisitions, Changes of Control & Restructurings
HMS has significant experience representing acquiring and acquired companies (both in voluntary and in hostile situations) in litigated Pennsylvania Public Utility Commission (Pa. PUC) certification proceedings, as well as providing due diligence analysis and advice regarding regulatory issues and obligations related to mergers and acquisitions. Case experience has given HMS significant familiarity with the application of the primary legal provisions and policy considerations applicable to mergers and acquisitions, changes of control, and restructurings, including:
- Applications for certificates of public convenience under Sections 1102(a)(3) and 1103(a) of the Pennsylvania Public Utility Code (Title 66 Pa.CS) to acquire property or control of a utility by stock purchase, merger or asset acquisition.
- The related application of the Pa. PUC's “change of control” Policy Statement.
- Related financing or stock issuance approvals to fund acquisitions in whole or part.
- Court decisions regarding acquisitions, stock transfers and changes in utility control including the “affirmative benefits” standard.
- Successfully negotiating settlements.
- Litigating cases to a conclusion approving the transaction or change in control.
We are familiar not only with the forums (Pa. PUC, The Commonwealth Court of Pennsylvania, and The Supreme Court of Pennsylvania), but also the public advocates and the many interveners that challenge such transactions. For example, a sample of our Pa. PUC M&A proceedings are listed below. Thomas J. Sniscak was lead attorney in all bolded proceedings listed below:
. |
Corning Natural Gas Holding Company 2016 acquisition of natural gas and electric utility |
. |
ZZZ Fund (investment fund) 2015 Pa PUC due diligence re: construction and operation |
. |
YYY Pipeline Corporation 2015 Pa PUC due diligence re: purchase of |
. |
Columbia Water Company 2013 acquisition of Marietta Water Company |
. |
Delphi Fund 2013 acquisition of Laser Pipeline Inc. (Buyer’s Lead Pa PUC Counsel |
. |
Dominion Resources, Inc. in Steel River's (investment fund) 2010 acquisition of |
. |
The Pennsylvania State University in FirstEnergy Corp.'s 2010 acquisition of West Penn |
. |
Exelon Corporation in its 2009 hostile attempt to acquire NRG Energy, Inc. (Exelon Lead Counsel) |
. |
UGI in its 2008 acquisition of PPL's Gas System (formerly the Penn Fuels Companies) |
. |
Edison Mission Energy in its $1.8 billion acquisition of GPU Energy's Homer City Generation Station |
. |
Acquisition in 2007 of Duquesne Light Company by Macquarie Consortium (Lead Counsel for Dominion Retail) |
. |
Southern Union Company in UGI Corporation's 2006 acquisition of PG Energy |
. |
Citizens Communications Company in its acquisition of Commonwealth Telephone Company |
. |
Citizens Communications Company in its acquisition of Frontier Communications of America, Inc. |
. |
Frontier Corporation in its acquisition by Global Crossing, Ltd. |
. |
Verizon Communications, Inc. in its acquisition of GTE North |
. |
Bell Atlantic Pennsylvania, Inc. (now Verizon Pennsylvania Inc.) with regard to its merger |
. |
Unicom (Com-Ed) Corporation in its merger with PECO Energy Company (Buyer’s Outside Counsel |
. |
TDS Telecom in its acquisition of Deposit Telephone Company (Buyer’s Lead Counsel) |
. |
Consolidated Natural Gas Company when it was acquired by Dominion Resources, Inc. |
. |
Southern Union Company in its acquisition of PG Energy Company (Buyer’s Lead Counsel) |
. |
NUI Corporation application to acquire Pennsylvania Gas & Water Company (NUI’s Lead Counsel) |
. |
Carey Energy Corporation in its attempt to acquire Pennsylvania Gas & Water Company (Buyer’s Lead Counsel) |
Bureau of Minority and Women Business Opportunities
- Details
- Category: Uncategorised Uncategorised
- Published: 11 September 2013 11 September 2013
- Created: 11 September 2013 11 September 2013
Bureau of Minority and Women Business Opportunities
HMS helps eligible clients to maximize the opportunities available to them, including obtaining and using proper credentialing.
Petroleum
- Details
- Category: Uncategorised Uncategorised
- Published: 11 September 2013 11 September 2013
- Created: 11 September 2013 11 September 2013
Petroleum
Representing large end user customers of oil and gasoline pipelines in complaint and rate proceedings before Pa. PUC.
Providing advice and representation before the Pennsylvania Department of Environmental Protection, Pennsylvania Department of Revenue, Pennsylvania Department of General Services, and Pennsylvania Department of Commerce and Economic Development in such matters as:
- Petroleum Marketing Practices Act
- Biofuels
- Fleet fueling
- Downstream defaults
- National Renewable Fuel Standards