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State (Statute)
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Authorized State Entity
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Types of Regulated Transactions
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Type of Review Authority
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Definition of Health Care Entities
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Notice and/or Review Criteria
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California (Cal. Health & Safety Code § 127507)
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Department of Health Care Access and Information /
Office of Health Care Affordability
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A health care entity shall provide the office with written notice of agreements or transactions that will occur on or after April 1, 2024, that do either of the following:
(A) Sell, transfer, lease, exchange, option, encumber, convey, or otherwise dispose of a material amount of its assets to one or more entities.
(B) Transfer control, responsibility, or governance of a material amount of the assets or operations of the health care entity to one or more entities.
“Material Change” means any change in ownership, operations or governance for a health care entity, involving a material amount of assets of a health care entity.
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Notice and Review
Additional Information: If the office finds that the material change is likely to have a risk of a significant impact on market competitions, the state’s ability to meet cost targets, or costs for purchasers and consumers, the office shall conduct a cost and market impact review (CMIR).
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“Health Care Entity” means a payer, provider or a fully integrated delivery system.
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When deciding whether to conduct a CMIR, the office considers whether the transaction would:
(1) Have a negative impact on availability or accessibility of services or quality of services.
(2) Have a negative impact on costs for payers, purchasers or consumers.
(3) Lessen competition.
(4) Be part of a series of transactions that trend towards consolidation.
The CMIR will examine factors relating to the health care entity’s business and relative market position, including:
(1) The effect on the availability or accessibility of health care services.
(2) The effect on the quality of health care services provided.
(3) The effect of lessening competition.
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Colorado (Colo. Rev. Stat. § 6-19-101 et seq.)
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Colorado Attorney General
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“Covered Transaction” means any transaction that would result in the sale, transfer, lease, exchange, or other disposition of fifty percent or more of the assets of a hospital. A series of transactions taking place in any five-year period, which would result in the aggregate of the transfer of fifty percent or more of a hospital’s assets, shall in all circumstances be deemed to be a covered transaction. Additional transactions may be included.
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Colorado has different regulations based on the type of parties, e.g., nonprofit or for-profit, that are involved in a covered transaction.
Notice for all covered transactions.
Additional Information:
Parties to a covered transaction shall provide notice to the attorney general no later than 60 days prior to the transaction closing or the effective date of the transaction.
Notice and Potential Review for transactions involving a nonprofit hospital and another nonprofit entity.
Additional Information:
A covered transaction that does not result in a material change in the charitable purposes of the hospital or transfer the assets out of Colorado will be allowed to proceed without further review. Transactions that do result in a material change will allow the attorney general to review and/or challenge the transaction.
Notice and Potential Review for transactions involving a nonprofit hospital and a for-profit entity.
Additional Information:
Additional documentation is required for submission to the attorney general. A public hearing will be held, and the attorney general may initiate further review.
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Relates to hospitals.
“For-profit entity” means a business corporation, general partnership, limited partnership, limited liability limited partnership, limited liability partnership, limited liability company, limited partnership association, and cooperative.
“Hospital” means a licensed or certified hospital.
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Transactions involving a nonprofit hospital and another nonprofit entity:
In considering whether a material change results from the transaction, the attorney general shall consider, among other factors, reduction in the availability and accessibility of health-care services in the communities served by the hospital. Additional details found in Colo. Rev. Stat. § 6-19-203.
Transactions involving a nonprofit hospital to for-profit entity:
The covered transaction will comply with a set of criteria outlined in in Colo. Rev. Stat. § 6-19-403. The attorney general will review and assess compliance.
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Connecticut (Conn. Gen. Stat. § 19a-486i)
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Office of the Attorney General; Office of Health Strategy
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Transactions that may be regulated include:
- Any transaction including a hospital, hospital system or other health care provider that is reported to the FTC or DOJ in compliance with the Hart-Scott-Rodino Antitrust Improvements Act.
- Any transaction that results in a material change to the business or corporate structure of a group practice.
- Any affiliation between one hospital or hospital system and another hospital system.
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Notice
Additional Information: Not less than 30 days prior to the effective date of any transaction, the parties shall submit written notice to the Attorney General of such a material change.
No less than 30 days after the effective date of the transaction, the party shall submit written notice to the Office of Health Strategy.
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Relates to hospitals, hospital systems, health care providers and group practices.
“Hospital” means any short-term acute care general or children's hospital licensed by the Department of Public Health, including the John Dempsey Hospital of The University of Connecticut Health Center.
“Hospital system” means: (A) A parent corporation of one or more hospitals and any entity affiliated with such parent corporation through ownership, governance or membership; or (B) a hospital and any entity affiliated with such hospital through ownership, governance or membership.
“Health care provider” means any person, corporation, limited liability company, facility or institution operated, owned or licensed by this state to provide health care or professional services, or an officer, employee or agent thereof acting in the course and scope of his employment.
“Group practice” means two or more physicians, legally organized in a partnership, professional corporation, limited liability company formed to render professional services, medical foundation, not-for-profit corporation, faculty practice plan or other similar entity.
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Any Transaction Covered by the Hart-Scott-Rodino Antitrust Improvements Act: The attorney general may request a copy of any of the information submitted to federal authorities.
Material Change to the Business or Corporate Structure of the Group Practice: The attorney general will review the information submitted in the written notice. Information that must be submitted is outlined in subsection (c) of Conn. Gen. Stat. § 19a-486i.
Affiliation Between One Hospital or Hospital System and Another Hospital or Hospital System: The attorney general will review the information submitted in the written notice. Information that must be submitted is outlined in subsection (d) of Conn. Gen. Stat. § 19a-486i.
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Hawaii (Hawaii Rev. Stat. § 323D-71, et seq.)
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State Health Planning and Development Agency; Department of the Attorney General
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"Acquisition" means any acquisition by a person or persons of an ownership or controlling interest in a hospital, whether by purchase, merger, lease, gift, or otherwise, that results in a change of ownership or control of twenty per cent or greater or which results in the acquiring person or persons holding a fifty per cent or greater interest in the ownership or control of that hospital.
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Notice, Review and Approval
Additional Information: No person shall engage in the acquisition of a hospital without first:
(1) Applying for and receiving the approval of the agency.
(2) Notifying the attorney general and, if applicable, receiving approval from the attorney general.
- Any person not required to obtain the approval of the agency under this part shall give the attorney general at least 90 days prior notice of an impending acquisition.
The application shall be submitted to the agency and the attorney general on forms provided by the agency and include all necessary information.
Both the agency and the attorney general, if applicable, will approve or disapprove the application within 90 days.
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Relates to hospitals.
"Hospital" means an institution with an organized medical staff, regulated under section 321-11(10) which admits patients for inpatient care, diagnosis, observation, and treatment, but does not include a public health facility under chapter 323F.
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The acquisition of a private nonprofit is not in the public interest unless appropriate steps have been taken to safeguard the value of charitable assets and ensure that any proceeds of the transaction are used for appropriate charitable health care purposes.
The attorney general shall consider the following criteria listed in Hawaii Rev. Stat. § 323D-76 when making their decision.
When the agency is making their decision, they shall consider the criteria listed in Hawaii Rev. Stat. § 323D-77.
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Illinois (Ill. Rev. Stat. ch. 740, §10/1, et seq.)
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Office of the Illinois Attorney General; Health Facilities and Services Review Board
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"Covered transaction" means any merger, acquisition, or contracting affiliation between 2 or more health care facilities or provider organizations not previously under common ownership or contracting affiliation.
See Ill. Rev. Stat. ch. 740, §10/7.2a for the definitions of merger, acquisition and contracting affiliation.
Covered transactions between an Illinois health care entity and an out-of-state health care entity must provide notice under this subsection if the out-of-state entity generates $10,000,000 or more in annual revenue from patients residing in this State.
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Notice
Additional Information: Health care facilities or provider organizations that are party to a covered transaction shall provide notice of such transaction to the attorney general no later than 30 days prior to the transaction closing or effective date of the transaction.
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Relates to health care facilities and provider organizations.
"Health care facility" means the following facilities, organizations, and related persons:
(1) An ambulatory surgical treatment center.
(2) An institution, place, building, or agency required to be licensed under the Hospital Licensing Act.
(3) A hospital, ambulatory surgical treatment center, or kidney disease treatment center maintained by the State or any department or agency thereof.
(4) A kidney disease treatment center, including free-standing hemodialysis units.
(5) An institution, place, building, or room used for the performance of outpatient surgical procedures that is leased, owned, or operated by or on behalf of an out-of-state facility.
(6) An institution, place, building, or room used for provision of a health care category of service, as defined under the Illinois Health Facilities Planning Act, including, but not limited to, cardiac catheterization and open-heart surgery.
"Provider organization" means a corporation, partnership, business trust, association, or organized group of persons, whether incorporated or not, which is in the business of health care delivery or management and that represents 20 or more health care providers in contracting with health carriers or third-party administrators for the payment of health care services.
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The original written notice must contain certain information outlined in subsection (c) of Ill. Rev. Stat. ch. 740, §10/7.2a. The attorney general may make additional requests for information that is relevant to its investigation within 30 days of the notice.
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Indiana (IN SB 9 (Enacted, 2024); Ind. Code §25-1-8.5 (Effective July 2024- not yet updated)
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Indiana Attorney General
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An Indiana health care entity that is involved in a merger or acquisition with another health care entity with total assets, including combined entities and holdings, of at least $10,000,000 shall, at least 90 days prior to the date of the merger or acquisition, provide written notice of the merger or acquisition to the office of the attorney general in a manner prescribed by the office.
"Acquisition" means any agreement, arrangement, or activity the consummation of which results in a person acquiring directly or indirectly the control of another person.
"Merger" means any change of ownership, including: (1) an acquisition or transfer of assets; or (2) the purchase of stock effectuated by a merger agreement.
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Notice
Additional Information: Not later than 45 days from the submission of a notice, the office of the attorney general:
(1) shall review the information submitted with the notice; and
(2) may analyze in writing any antitrust concerns with the merger or acquisition. The office of the attorney general may issue a civil investigative demand under IC 4-6-3 to a health care entity that has submitted a notice under this section for additional information
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"Health care entity" means any of the following:
(1) Any organization or business that provides diagnostic, medical, surgical, dental treatment, or rehabilitative care.
(2) An insurer that issues a policy of accident and sickness insurance, exceptions apply.
(3) A health maintenance organization
(4) A pharmacy benefit manager
(5) An administrator
(6) A private equity partnership, regardless of where the private equity partnership is located, seeking to enter into a merger or acquisition with an entity described in subdivisions (1) through (5).
The term does not include the Medicaid program or the Medicare program.
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The notice required must include the following information from each health care entity:
(1) Business address and federal tax number.
(2) Name and contact information of a representative of the health care entity concerning the merger or acquisition.
(3) Description of the health care entity. (4) Description of the merger or acquisition, including the anticipated timeline.
(5) A copy of any materials that have been submitted to a federal or state agency concerning the merger or acquisition. The notice submitted under this section must be certified before a notary public
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Massachusetts (Mass. Gen. Laws Ann. ch. 6D, § 13; 958 CMR 7.00)
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The Health Policy Commission; Center for Health Information and Analysis; Office of the Attorney General
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Material Change: The following types of proposed changes involving a Provider or Provider Organization: (a) A Merger or affiliation with, or Acquisition of or by, a Carrier; (b) A Merger with or Acquisition of or by a Hospital or hospital system; (c) Any other Acquisition, Merger, or affiliation of, by, or with another Provider, Providers, or Provider Organization that would result in an increase in annual Net Patient Service Revenue of the Provider or Provider Organization of $10 million dollars or more, or in the Provider or Provider Organization having a near-majority of market share in a given service or region; (d) Any Clinical Affiliation between two or more Providers or Provider Organizations that each had annual Net Patient Service Revenue of $25 million or more in the preceding fiscal year; provided that this shall not include a Clinical Affiliation solely for the purpose of collaborating on clinical trials or graduate medical education programs; and (e) Any formation of a partnership, joint venture, accountable care organization, parent corporation, management services organization, or other organization created for administering contracts with Carriers or third-party administrators or current or future contracting on behalf of one or more Providers or Provider Organizations.
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Notice and Review
Additional Information: Any Provider or Provider Organization with $25 million or more in Net Patient Service Revenue in the preceding fiscal year shall provide the commission, the center, and the attorney general with a Notice of Material Change not fewer than 60 days before the proposed effective date of the proposed material change.
The commission shall inform each notifying Provider or Provider Organization of any determination to initiate a Cost and Market Impact Review within 30 days of its receipt of a completed Notice of Material Change, or by a later date set by mutual agreement of the Provider or Provider Organization and the commission.
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Relates to providers, provider organizations, carriers and hospitals.
Provider: Any person, corporation, partnership, governmental unit, state institution or any other entity qualified under the laws of the Commonwealth to perform or provide Health Care Services.
Provider Organization: Any corporation, partnership, business trust, association or organized group of persons, which is in the business of health care delivery or management, whether incorporated or not that represents one or more health care Providers in contracting with Carriers or third-party administrators for the payments of Health Care Services; provided, that a Provider Organization shall include, but not be limited to, physician organizations, physician-hospital organizations, independent practice associations, Provider networks, accountable care organizations and any other organization that contracts with Carriers for payment for Health Care Services.
Hospital: Any hospital licensed under M.G.L. c. 111, § 51, the teaching hospital of the University of Massachusetts Medical School and any psychiatric facility licensed under M.G.L. c. 19, § 19.
Health Care Professional: A physician or other health care practitioner licensed, accredited, or certified to perform specified Health Care Services consistent with law.
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A Cost and Market Impact Review may examine factors relating to the provider or provider organization's business and its relative market position. This includes eleven factors listed in 958 CMR 7.06 and anything else that the commission determines to be in the public interest.
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Minnesota (Minn. Stat. Ann. §145D.01)
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Minnesota Attorney Generals Office
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This statute applies to all transactions where:
(1) the health care entity involved in the transaction has average revenue of at least $80,000,000 per year; or
(2) the transaction will result in an entity projected to have average revenue of at least $80,000,000 per year once the entity is operating at full capacity.
The definition for what constitutes a transaction is located in subsection (j) of §145D.01. Subsection (k) clarifies what does not constitute a transaction.
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Notice
Additional Information: A health care entity must provide notice to the attorney general and the commissioner and comply with some requirements before entering into a transaction. Notice must be provided at least 60 days before the proposed completion date of the transaction.
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"Health care entity" means:
(1) a hospital.
(2) a hospital system.
(3) a captive professional entity,
(4) a medical foundation.
(5) a health care provider group practice.
(6) an entity organized or controlled by an entity listed in clauses (1) to (5).(7) an entity that owns or exercises control over an entity listed in clauses (1) to (5).
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Notice given to the attorney general and the commissioner must include a certain set of information from the health care entity. Required information is outlined in Subd. 2. of §145D.01.
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Nevada (Nev. Rev. Stat. §598A.290, et seq.)
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Nevada Attorney General’s Office
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“Reportable health care or health carrier transaction” means any transaction that:
(a) Results in a material change to the business or corporate structure of a group practice or health carrier; and (b) As a result of the transaction, would cause a group practice or health carrier to provide within a geographic market 50 percent or more of any health care service, including, without limitation, a health care service involving a specialty, or any health carrier service.
The definition of what constitutes a “material change to the business or corporate structure of a group practice or health carrier” and what is not included in the term reportable transaction is outlined in subsection 3. of §598A.370
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Notice
Additional Information: Any person conducting business in Nevada who is a party to a reportable health care or health carrier transaction shall, at least 30 days before the consummation, submit to the Attorney General a notification on a form prescribed by the Attorney General.
Any person or organization who files with federal authorities related to the Hart-Scott-Rodino Antitrust Improvements act shall simultaneously submit a copy of that filing to the attorney general.
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Relates to group practices and health carriers.
“Group practice” means two or more practitioners who are legally organized in a partnership, professional corporation, limited-liability company formed to render professional services, medical foundation, nonprofit corporation, faculty practice plan or other similar entity.
“Health carrier” means an entity subject to the insurance laws and regulations of this State, or subject to the jurisdiction of the commissioner, that contracts or offers to contract to provide, deliver, arrange for, pay for or reimburse any of the costs of health care services, including, without limitation, a sickness and accident health insurance company, a health maintenance organization, a nonprofit hospital and health service corporation or any other entity providing a plan of health insurance, health benefits or health care services.
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The statute outlines a variety of information that must be submitted to the attorney general to satisfy the notice requirement. This information is outlined in §598A.390.
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New Mexico NM SB 15 (Enacted, 2024); Statute not yet updated (N.M. Stat. Ann. §)
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Office of Superintendent of Insurance
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"Transaction" means any of the following: (1) a merger of a hospital in New Mexico with another hospital; (2) an acquisition of one or more hospitals in new Mexico; (3) any affiliation or contract or other agreement that results in a change of control of a hospital in New Mexico, including with a management services organization or health insurer; (4) a formation of a new corporation, partnership, joint venture, trust, parent organization or management services organization that results in a change of control of an existing hospital in New Mexico; and (5) a sale, purchase, lease, new affiliation or any agreement that results in control of a hospital in New Mexico.
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Notice, Review & Approval
Additional Information: A. At least one person that is a party to a proposed transaction shall submit to the office a written notice of the proposed transaction in the form and manner prescribed by the office. The parties shall pay the reasonable costs and expenses incurred by the office.
B. Upon receipt of a complete notice of a proposed transaction, the office shall determine if the transaction is urgently necessary to maintain the solvency of a hospital or if there is an emergency that threatens the continued provision of immediate health care services. In such circumstances, the office may agree to an immediate approval of a transaction with or without conditions.
Within one hundred twenty days of receiving a complete notice of a proposed transaction, the office shall complete a review, confer with the authority and either: (1) approve the proposed transaction; (2) approve the proposed transaction with conditions; or (3) disapprove the proposed transaction.
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Relates to hospitals.
"Hospital" means a hospital licensed by the department of health or its successor health facility licensing agency, but "hospital" does not include a state university teaching hospital or a state-owned special hospital.
"Management services organization" means a person that provides all or substantially all of the administrative or management services under contract with a hospital, including administering contracts with health plans, third-party administrators and pharmacy benefit managers, on behalf of the hospital.
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In conducting a review of a proposed transaction, the office may consider the likely effect in New Mexico of the proposed transaction on seven factors listed in section 7 part D.
The office shall approve the proposed transaction after the comprehensive review if the office determines that:
(1) the parties to the proposed transaction have demonstrated that the transaction will benefit the public.
(2) the proposed transaction will improve health outcomes for New Mexico residents.
(3) there is no substantial likelihood of: a significant reduction in the availability, accessibility, affordability or quality of care for patients and consumers of health care services; or anti-competitive effects from the proposed transaction that outweigh the benefits of the transaction.
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New York (N.Y. Public Health Law §4550, et seq.)
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Department of Health; New York State Attorney General
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"Material transaction" shall mean:
(a) any of the following, occurring during a single transaction or in
a series of related transactions that take place within a rolling twelve month time period, and meet or exceed thresholds, for factors including but not limited to changes in revenue:
(i) a merger with a health care entity.
(ii) an acquisition of one or more health care entities, including but
not limited to the assignment, sale, or other conveyance of assets, voting securities, membership, or partnership interest or the transfer
of control.
(iii) an affiliation agreement or contract formed between a health care entity and another person.
(iv) the formation of a partnership, joint venture, accountable care
organization, parent organization, or management services organization
for the purpose of administering contracts with health plans,
third-party administrators, pharmacy benefit managers, or health care providers as prescribed by the commissioner by regulation.
Material transaction will not include a transaction or series of transactions which result in a health care entity increasing its total gross in-state revenues by less than 25 million dollars.
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Notice
Additional Information: A health care entity shall submit written notice to the department, including any supporting documentation, at least 30 days prior to the closing date of the transaction. Upon receipt, the department shall submit copies to the Office of the New York Attorney General.
During this 30-day period, the department shall post select information about the transaction on their website.
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"Health care entity" shall include but not be limited to a physician practice, group, or management services organization or similar entity providing all or substantially all of the administrative or management services under contract with one or more physician practices, provider-sponsored organization, health insurance plan, or any other kind of health care facility, organization or plan providing health care services in this state; provided, however, that a "health care entity" shall not include an insurer authorized to do business in this state, or a pharmacy benefit manager registered or licensed in this
state.
An "insurer" shall not include non-insurance subsidiaries and affiliated entities of insurance companies regulated under the insurance law or this chapter.
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The health care entity must provide a variety of information in their written notice. This information is outlined in §4552.
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Oregon (Or. Rev. Stat. §415.500, et seq.)
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Oregon Health Authority; Oregon Health Policy Board
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“Material change transaction” means:
(A) A transaction in which at least one party had average revenue of $25 million or more in the preceding three fiscal years and another party:
(i) Had an average revenue of at least $10 million in the preceding three fiscal years.
(ii) In the case of a new entity, is projected to have at least $10 million in revenue in the first full year of operation at normal levels of utilization or operation as prescribed by the authority by rule.
(B) If a transaction involves a health care entity in this state and an out-of-state entity, a transaction that otherwise qualifies as a material change transaction under this paragraph that may result in increases in the price of health care or limit access to health care services in this state. Statute outlines what material transaction does not specifically include in 415.500.
“Transaction” is given the meaning outlined in subsection (10) of 415.500.
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Notice, Review and Approval
Additional Information: An entity shall submit to the authority a notice of material change transaction, in the form and manner prescribed by the authority, no less than 180 days before the date of transaction and pay a fee.
No less than 30 days after receiving the notice, the authority shall conduct a preliminary review to determine if the transaction has the potential to have a negative impact on access to affordable health care in the state and meets the set criteria.
The authority or department may approve or conditionally approve any transaction that:
(a) is in the interest of consumers and is urgently necessary to maintain the solvency of an entity involved in the transaction; or
(b) if the authority determines that the transaction does not have the potential to have a negative impact on access to affordable health care in this state or the transaction is likely to meet the criteria in subsection (9) of this section.
If a transaction does not meet the requirements of subsection 6, the authority shall conduct a comprehensive review and may appoint a review board of stakeholders to conduct a comprehensive review and make recommendations as outlined in statute.
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“Health care entity” includes:
(A) An individual health professional licensed or certified in this state,
(B) A hospital, as defined in ORS 442.015, or hospital system, as defined by the authority by rule.
(C) A carrier, as defined in ORS 743B.005, that offers a health benefit plan in this state.
(D) A Medicare Advantage plan.
(E) A coordinated care organization or a prepaid managed care health services organization, as both terms are defined in ORS 414.025.
(F) Any other entity that has as a primary function the provision of health care items or services or that is a parent organization of, or is an entity closely related to, an entity that has as a primary function the provision of health care items or services.
“Health care entity” does not include:
(A) Long-term care facilities.
(B) Facilities licensed and operated under ORS 443.400 to 443.455.
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Criteria for when to conduct a comprehensive review and appoint a review board must include, but is not limited to:
(A) The potential loss or change in access to essential services.
(B) The potential to impact a large number of residents in this state.
(C) A significant change in the market share of an entity involved in the transaction.
A health care entity may engage in a material change transaction if, following the comprehensive review, the authority determines that the transaction meets the criteria adopted by the department by rule under subsection (2) and the parties demonstrate that the transaction will benefit the public good and communities and improve health outcomes. Additional information about how they may demonstrate this benefit is outlined in section (9).
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Rhode Island (R.I. Gen. Laws §23-17.14)
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Rhode Island Attorney General’s Office; Department of Health
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The attorney general shall review all conversions involving a hospital in which one or more of the transacting parties involves a for-profit corporation and/or a not-for-profit corporation.
“Conversion” means any transfer by a person or persons of an ownership or membership interest or authority in a hospital, or the assets of a hospital, whether by purchase, merger, consolidation, lease, gift, joint venture, sale, or other disposition that results in a change of ownership or control or possession percent of 20% or greater of the members or voting rights or interests of the hospital or of the assets of the hospital or pursuant to which, by virtue of the transfer, a person, together with all persons affiliated with the person, holds or owns, in the aggregate, 20% or greater of the membership or voting rights or interests of the hospital or of the assets of the hospital, or the removal, addition, or substitution of a partner that results in a new partner gaining or acquiring a controlling interest in the hospital, or any change in membership that results in a new person gaining or acquiring a controlling vote in the hospital.
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Notice, Review & Approval/Conditional Approval/Disapproval
Additional Information: A conversion shall require review and approval from the department of attorney general and from the department of health. The transacting parties shall file an initial application with both the office and department including the minimum required information listed in § 23-17.14-6.
1. Within 30 days, the office and the department shall let the applicant know whether the application is complete or if they need additional information.
2. If additional information is required, the applicant shall submit it within the next 30 days.
3. After accepting the initial application, the attorney general shall render its decision on confidentiality and publish notice of the application in a newspaper or notify individuals who request the filing by mail.
4. Both departments shall approve, approve with conditions directly related to the proposed conversion or disapprove the application within 180 days of the initial application.
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Relates to hospitals.
“Hospital” means a person or governmental entity licensed in accordance with chapter 17 of this title to establish, maintain, and operate a hospital.
“For-profit corporation” means a legal entity formed for the purpose of transacting business that has as any one of its purposes pecuniary profit.
“New hospital” means the acquiree hospital as it exists after the completion of a conversion.
“Not-for-profit corporation” means a legal entity formed for some charitable or benevolent purpose and not-for-profit which has been exempted from taxation pursuant to Internal Revenue Code § 501(c)(3), 26 U.S.C. § 501(c)(3).
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In their review of the application, the department of the attorney general shall consider 37 different factors. These factors are listed in § 23-17.14-7.
The department of health shall review all proposed conversions involving a hospital in which one or more of the transacting parties is a for-profit corporation. The department shall consider eight factors when making their decision. These factors are listed in § 23-17.14-8.
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Vermont (Vt. Stat. Ann. tit. 18, §9420; Vt. Stat. Ann. tit. 18, §9405c)
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Office of the Vermont Attorney General; Green Mountain Care Board
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Transactions involving any hospital or medical practice:
“Acquire” means a purchase or transfer through which a hospital will own or control the business of a medical practice.
Transactions involving nonprofit hospitals (this section shall not apply to conversions in which the party receiving assets of a nonprofit hospital is a nonprofit corporation):
“Convert” means to sell, transfer, lease, exchange, option, commit, convey, or otherwise dispose of assets or operations of a nonprofit hospital. The term does not include transactions occurring in the normal and ordinary course of business for the nonprofit hospital, such as management contracts, vendor contracts, physician-hospital contracts, managed care contracts, financing agreements, or ventures such as letters of credit, or cooperative or networking agreements with for-profit providers.
“Qualifying amount” means an amount that is at least $1 million and represents at least 40 percent of the value of the assets of the nonprofit hospital, or that vests control of the nonprofit hospital in another person or entity. For purposes of determining whether the threshold requirements of this subdivision have been or will be met, related conversions shall be aggregated.
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Vermont has different regulations based on the type of parties, e.g., nonprofit or for-profit, that are involved in a covered transaction.
Notice for transactions involving any hospital or medical practice.
Additional Information:
Each hospital shall provide notice to the attorney general at least 90 days or as soon as practicable prior to the effective date of a transaction through which the hospital will acquire a medical practice. The notice shall include at least the information outlined in subsection (b).
Notice, Review, Approval/Disapproval for nonprofit hospitals.
Additional Information:
1. Prior to consummating any conversion of a qualifying amount of charitable assets, the parties shall submit an application to the attorney general and the Green Mountain Care Board. If the conversion involves a hospital system, and one or more of the hospitals in the system desire to convert charitable assets, the attorney general, in consultation with the board, shall determine whether an application shall be required from the hospital system.
2. The attorney general and the Green Mountain Care Board shall hold one more public hearings on the transaction.
3. The Green Mountain Care Board shall consider the application, reports or recommendations and information from the hearing to make a decision to approve or deny the application within 50 days of the last hearing.
4. If the attorney general finds that the transaction meets the requirements of subsection (j), they shall approve the transaction. The approval or disapproval shall happen no later than 60 days after the last haring.
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Transactions involving any hospital or medical practice:
“Hospital” means a general hospital or hospital facility licensed under chapter 43 of this title.
“Medical practice” means a business through which one or more physicians practice medicine.
Transactions involving nonprofit hospitals:
“Hospital system” means a network of hospitals affiliated with a nonprofit hospital.
“Nonprofit hospital” means a nonprofit entity, where no part of the net earnings may lawfully be applied to the benefit of any private shareholder or individual, and that is a hospital as defined in section 1902 of this title or a hospital member of a hospital system, provided that the term “hospital” does not include any hospital conducted, maintained, or operated by the U.S. government or the State of Vermont or the duly authorized agency of either.
“Parties” means the nonprofit hospital and any other person who is a party to a conversion described in the application filed pursuant to subsection (e) of this section, including any person that, pursuant to the plan of conversion, is to receive charitable assets or proceeds as a result of the conversion. When, in this section, reference is made to liabilities or obligations of the parties, such liabilities and obligations shall be joint and several.
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Transactions involving nonprofit hospitals: The Green Mountain Care Board shall consider the application, together with any report and recommendations from the Board’s staff requested by the Board, and any other information submitted into the record.
The Attorney General shall make a determination as to whether the conversion described in the application meets the standards provided in subsection (j).
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Washington (Wash. Rev. Code §19.390, et seq.)
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Office of the Attorney General
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For the purposes of this section, a material change includes a merger, acquisition, or contracting affiliation between two or more entities of the following types:
(a) Hospitals.
(b) Hospital systems.
(c) Provider organizations.
(3) A material change includes proposed changes identified in subsection (2) of this section between a Washington entity and an out-of-state entity where the out-of-state entity generates ten million dollars or more in health care services revenue from patients residing in Washington state, and the entities are of the types identified in subsection (2) of this section. Any party to a material change that is licensed or operating in Washington state shall submit a notice as required under this section.
(4) For purposes of subsection (2) of this section, a merger, acquisition, or contracting affiliation between two or more hospitals, hospital systems, or provider organizations only qualifies as a material change if the hospitals, hospital systems, or provider organizations did not previously have common ownership or a contracting affiliation.
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Notice
Additional Information: Not less than 60 days prior to the effective date of any transaction that results in a material change, the parties to the transaction shall submit written notice to the attorney general of such material change.
Any provider or provider organization conducting business in this state that files a premerger notification with the FTC or DOJ, in compliance with the Hart-Scott-Rodino antitrust improvements act shall provide a copy of such filing to the attorney general. This filing satisfies the notice requirement.
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Relates to hospitals, hospital systems or provider organizations.
"Hospital" means a facility licensed under chapter 70.41 or 71.12 RCW.
"Hospital system" means: (a) A parent corporation of one or more hospitals and any entity affiliated with such parent corporation through ownership or control; or (b) A hospital and any entity affiliated with such hospital through ownership.
"Provider organization" means a corporation, partnership, business trust, association, or organized group of persons, whether incorporated or not, which is in the business of health care delivery or management and that represents seven or more health care providers in contracting with carriers or third-party administrators for the payments of health care services. A "provider organization" includes physician organizations, physician-hospital organizations, independent practice associations, provider networks, and accountable care organizations.
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The written notice provided by the parties must include:
(a) The names of the parties and their current business addresses.
(b) Identification of all locations where health care services are currently provided by each party.
(c) A brief description of the nature and purpose of the proposed material change.
(d) The anticipated effective date of the proposed material change.
The parties may submit any additional information of their choosing. The attorney general shall make any requests for additional information within 30 days.
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