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COMMITTEE ON INTERSTATE COMMERCE
BURTON K. WHEELER, Montana, Chairman
JESSE H. METCALF, Rhode Island
DANIEL 0. HASTINGS, Delaware
WALLACE H. WHITE, JR., Maine.
JAMES J. DAVIS, Pennsylvania
HENRIK SHIPSTEAD, Minnesota
MAUDE W. MITCHELL, Clerk
John F. MacLane..
Edmund W. Wakelee...
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
TUESDAY, APRIL 16, 1935
UNITED STATES SENATE,
Washington, D. C. The committee met, pursuant to call, at 10 a. m., in room 412, Senate Office Building, Senator Burton K. Wheeler presiding.
Present: Senators Wheeler (chairman), Wagner, Lonergan, Minton, Truman, Moore, Metcalf, White, and Shipstead.
The CHAIRMAN. The committee will please come to order. We will start in this morning with hearings on S. 1725, known as the " holding-company bill ” and the “public-utility bill.” The bill (S. 1725) will be made a part of the record of our hearings; also an analysis of title I of the bill, together with a message from the President of the United States submitting a report of the National Power Policy Committee.
The message from the President of the United States transmitting report of the National Power Policy Committee, copy of S. 1725, and analysis of title I of S. 1725, follow :)
MESSAGE FROM THE PRESIDENT OF THE UNITED STATES TRANSMITTING A REPORT
OF THE NATIONAL POWER POLICY COMMITTEE WITH RESPECT TO THE TREATMENT OF HOLDING COMPANIES
[H. Doc. No. 137, 74th Cong., 1st sess.] To the Congress of the United States:
I am transmitting to you herewith a report submitted to me by the National Power Policy Committee. I named this committee last summer from among the departments of the Government concerned with power problems to make a series of reports to coordinate Government policy on such problems. This report I am submitting to you is the recommendation of the committee with respect to the treatment of holding companies in the public-utility field. It deserves the careful attention of every Member of the Congress.
The so-called “Public Utility Holding Company Bill” (title I of House bill 542 and of Senate bill 1725), which was drafted under the direction of Congressional leaders incorporates many of the recommendations of this report.
I have been watching with great interest the fight being waged against public-utility holding-company legislation. I have watched the use of investors' money to make the investor believe that the efforts of Government to protect him are designed to defraud him. I have seen much of the propaganda prepared against such legislation-even down to mimeographed sheets of instructions for propaganda to exploit the most far-fetched and fallacious fears. I bare seen enough to be as unimpressed by it as I was by the similar effort to stir up the country against the securities exchange bill last spring. The Securities Exchange Act is now generally accepted as a constructive measure, and I feel confident that any fears now entertained in regard to proposed utility holding company legislation will prove as groundless as those last spring in the case of the Securities Exchange Act.
So much has been said through chain letters and circulars and by word of mouth that misrepresents the intent and purpose of a new law that it is important that the people of the country understand once and for all the actual facts of the case. Such a measure will not destroy legitimate business or wholesome and productive investment. It will not destroy a penny of actual value of those operating properties which holding companies now control and which holding-company securities represent insofar as they have any value. On the contrary, it will surround the necessary réorganization of the holding company with safeguards which will in fact protect the investor.
We seek to establish the sound principle that the utility holding company so long as it is permitted to continue should not profit from dealings with subsidiaries and affiliates where there is no semblance of actual bargaining to get the best value and the best price. If a management company is equipped to offer a genuinely economic management service to the smaller operating utility companies it ought not to own stock in the companies it manages, and its fees ought to be reasonable. The holding company should not be permitted to establish a sphere of influence from which independent engineering, construction, and other private enterprise is excluded by a none too benevolent private paternalism. If a management company is controlled by related operating companies, it should be organized on a truly mutual and cooperative basis and should be required to perform its services at actual cost demonstrably lower than the services can be obtained in a free and open market.
We do not seek to prevent the legitimate diversification of investment in operating utility companies by legitimate investment companies. But the holding company in the past has confused the function of control and management with that of investment and in consequence has more frequently than not failed in both functions. Possibly some holding companies may be able to divest themselves of the control of their present subsidiaries and become investment trusts. But an investment company ceases to be an investment company when it embarks into business and management. Investment judgment requires the judicial appraisal of other people's management.
The disappearance at the end of 5 years of those utility holding companies which cannot justify themselves as necessary for the functioning of the operating utility companies of the country is an objective which congressional leaders I have consulted deem essential to a realistic and farsighted treatment of the evils of public-utility holding companies. For practical reasons we should offer a chance of survival of those holding companies which can prove to the Securities and Exchange Commission that their existence is necessary for the achievement of the public ends which private utility companies are supposed to serve. For such companies, and during the interim period for other companies, the proposal for a comprehensive plan of public regulation and control is sound.
But where the utility holding company does not perform a demonstrably useful and necessary function in the operating industry and is used simply as a means of financial control, it is idle to talk of the continuation of holding companies on the assumption that regulation can protect the public against them. Regulation has small chance of ultimate success against the kind of concentrated wealth and economic power which holding companies have shown the ability to acquire in the utility field. No Government effort can be expected to carry out effective, continuous, and intricate regulation of the kind of private empires within the Nation which the holding-company device has proved capable of creating.
Except where it is absolutely necessary to the continued functioning of a geographically integrated operating utility system, the utility holding company with its present powers must go. If we could remake our financial history in the light of experience, certainly we would have none of this holding-company business. It is a device which does not belong to our American traditions of law and business. It is only a comparatively late innovation. It dates definitely from the same unfortunate period which marked the beginnings of a host of other laxities in our corporate law which have brought us to our present disgraceful condition of competitive charter-mongering between our States. And it offers too well-demonstrated tenptation to and facility for abuse to be tolerated as a recognized business institution. That temptation and that facility are inherent in its very nature. It is a corporate invention which can give a few corporate insiders unwarranted and intolerable powers over other people's money. In its destruction of local control and its substitution of absentee management, it has built up in the public-utility field what has justly been called a system of private socialism which is inimical to the welfare of a free people.