The Exelon–Constellation Merger: "Hyperbole" or Fact?

Last fall I testified in the merger proceeding before the Maryland Commission (the testimony was on behalf of the State of Maryland).  Summarizing about 40 pages of analysis, I commented that the merger would attach Baltimore Gas & Electric (Constellation's utility subsidiary) to "a corporate positioning trajectory that is unknown, unbounded by Maryland's public interest and largely outside the Commission's control, permanently."  One of the Applicants' witnesses objected to this statement as "hyperbole," "designed to shock the Commission."

Sometimes the truth is so stark it seems like hyperbole.  To see the transaction described factually, in the "raw" as this witness put it, unadorned by non-factual, unprovable adjectives and adverbs -- perhaps that is "shocking."  But a textual analysis of each of my phrases shows that the "hyperbole" charge fails:

"Corporate" describes the legal form of a business in which the owners cannot be sued directly.  See Black's Law Dictionary.

"Positioning" is a term commonly used by corporate planners to describe what they do to succeed in the market.  See, e.g., A. Ries and J. Trout, Positioning:  The Battle for Your Mind.

"Trajectory" is a "path, progression or line of development."  Merriam-Webster, http://www.merriam-webster.com/dictionary/trajectory

"Unknown" is factually true because the Applicants had told the Commission nothing specific about what businesses the merged entity would start, acquire, or expand.

"Unbounded by Maryland's public interest" was factual because the Applicants opposed a merger condition under which the Commission would apply its public interest standard to Exelon's future activities.  Exelon insisted that all holding company activities outside Maryland were beyond the Maryland Commission's jurisdiction, and in testimony opposed all conditions to remedy that situation.

"Largely outside the Commission's control" was factual because the only controls remaining for the Commission (given the previous point) were (a) penalizing BGE for poor performance -- an action with real limits because penalties can weaken a utility's ability to serve; and (b) revoking BGE's right to serve (a very blunt tool almost never used by commissions).

"Permanently" was likely factual because the Applicants had proposed no termination date for their proposed coupling; although a more accurate substitute for "permanently" would be "until Exelon decides, using powers it has but would deny to the Commission, to shed BGE or one or more other affiliates."

Instead of the "hyperbole" of the phrase "a corporate positioning trajectory that is unknown, unbounded by Maryland's public interest and largely outside the Commission’s control, permanently," I could have said this:

“The merger will attach BGE to "a plan, progression or line of development, conceived by an entity whose owners cannot be sued, whose purpose is to succeed in markets other than the market which BGE is statutorily obligated to serve, under conditions which the Applicants have declined to describe to the Commission, under conditions in which the Commission has no power to prevent affiliate actions which might harm BGE, unless and until Exelon decides, using powers it has but would deny to the Commission, to shed BGE or one or more other affiliates."

I find my original phrase more succinct and less dramatic, but both are factual.  The witness never identified an inaccuracy.

*   *    *

The Applicants ultimately agreed to a version of a condition proposed in my testimony.  The condition preserves the Commission’s ability to require the merged entity to spin off BG&E should the Commission find that its relationship to this unbounded business arrangement becomes detrimental to BGE’s customers.

Comments

Guest

Excellent post. I used to be checking continuously this blog and I am inspired! Very helpful information specifically the remaining part : ) I maintain such information much. I used to be looking for this particular info for a very long time. Thank you and best of luck. my web blog :: g

Guest

Hi, I do believe this is an excellent website. I stumbledupon it ;) I will come back once again since I book-marked it. Money and freedom is the greatest way to change, may you be rich and continue to guide others. my website gamefly free trial

Guest

Excellent post. I used to be checking continuously this blog and I am inspired! Very helpful information specifically the remaining part : ) I maintain such information much. I used to be looking for this particular info for a very long time. Thank you and best of luck. Here is my homepage - g

Guest

Today, while I was at work, my sister stole my iphone and tested to see if it can survive a 40 foot drop, just so she can be a youtube sensation. My iPad is now destroyed and she has 83 views. I know this is entirely off topic but I had to share it with someone! Here is my web page :: minecraft free download

Guest

I was recommended this web site by my cousin. I'm not sure whether this post is written by him as nobody else know such detailed about my difficulty. You are amazing! Thanks! My blog post :: gamefly free trial

Guest

bookmarked!!, I love your site! my web site :: gamefly free trial

Guest

Today, while I was at work, my sister stole my iphone and tested to see if it can survive a 40 foot drop, just so she can be a youtube sensation. My iPad is now destroyed and she has 83 views. I know this is entirely off topic but I had to share it with someone! Feel free to visit my web-site minecraft free download

Guest

I was recommended this web site by my cousin. I'm not sure whether this post is written by him as nobody else know such detailed about my difficulty. You are amazing! Thanks! Check out my web site gamefly free trial

Guest

Hi, I do believe this is an excellent website. I stumbledupon it ;) I will come back once again since I book-marked it. Money and freedom is the greatest way to change, may you be rich and continue to guide others. my webpage; gamefly free trial

Guest

great publish, very informative. I wonder why the other experts of this sector don't realize this. You should proceed your writing. I'm sure, you've a great readers' base already! Look at my web blog ... gamefly free trial

Guest

bookmarked!!, I love your site! Have a look at my webpage; gamefly free trial

Guest

great publish, very informative. I wonder why the other experts of this sector don't realize this. You should proceed your writing. I'm sure, you've a great readers' base already! Stop by my web site: gamefly free trial

Post new comment