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H.B. 1713
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VETOES
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(B) THE SPECIAL COUNSEL SHALL INVESTIGATE ALL ASPECTS OF THE
PROPOSED MERGER BETWEEN FPL GROUP. INC. AND CONSTELLATION ENERGY
GROUP, INC.
(C) (1) IN THIS SUBSECTION, "PARTY" INCLUDES AN AFFILIATE OF A PARTY
TO THE PROPOSED MERGER
(2) TO FACILITATE THE REVIEW OF THE PROPOSED MERGER, THE
PARTIES TO THE PROPOSED MERGER AND AFFILIATES OF THE PARTIES SHALL
PROVIDE THE FOLLOWING DETAILED INFORMATION TO THE SPECIAL COUNSEL:
(I) THE PARTIES' IDENTITY AND FINANCIAL ABILITY;
(II) THE BACKGROUND OF THE KEY PERSONNEL ASSOCIATED WITH
THE PARTIES;
(III) THE SOURCE AND AMOUNTS OF FUNDS OR OTHER
CONSIDERATION TO BE USED IN THE PROPOSED MERGER;
(IV) THE PARTIES' COMPLIANCE WITH FEDERAL LAW IN CARRYING
OUT THE PROPOSED MERGER;
(V) WHETHER THE PARTIES OR THE KEY PERSONNEL ASSOCIATED
WITH THE PARTIES HAVE VIOLATED ANY STATE OR FEDERAL STATUTES
REGULATING THE ACTIVITIES OF PUBLIC SERVICE COMPANIES;
(VI) ALL DOCUMENTS RELATING TO THE TRANSACTION GIVING
RISE TO THE PROPOSED MERGER;
(VII) THE PARTIES' EXPERIENCE EST OPERATING PUBLIC SERVICE
COMPANIES PROVIDING ELECTRICITY;
(VIII) THE PARTIES' PLAN FOR OPERATING THE PUBLIC SERVICE
COMPANY IN THE STATE;
(IX) HOW THE PROPOSED MERGER WILL SERVE THE CUSTOMERS OF
THE PUBLIC SERVICE COMPANY OPERATING IN THE STATE IN THE PUBLIC
INTEREST, CONVENIENCE, AND NECESSITY; AND
(X) ANY OTHER INFORMATION THAT THE SPECIAL COUNSEL MAY
REQUEST.
(D) (1) THE SPECIAL COUNSEL PROMPTLY SHALL:
(I) EXAMINE AND INVESTIGATE THE INFORMATION PROVIDED
UNDER SUBSECTION (C) OF THIS SECTION; AND
(II) UNDERTAKE ANY ACTIONS AND PROCEEDINGS NECESSARY OR
CONVENIENT TO REVIEW THE PROPOSED MERGER AND MAKE RECOMMENDATIONS
CONCERNING THE PROPOSED MERGER
(2) THE SPECIAL COUNSEL SHALL CONSIDER THE FOLLOWING FACTORS
IN CONSIDERING THE PROPOSED MERGER:
- 3942 -
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