A Bill for an Act
Page 1, Line 101Concerning transparency in transactions involving medical
Page 1, Line 102care entities.
Bill Summary
(Note: This summary applies to this bill as introduced and does not reflect any amendments that may be subsequently adopted. If this bill passes third reading in the house of introduction, a bill summary that applies to the reengrossed version of this bill will be available at http://leg.colorado.gov.)
The bill repeals and reenacts, with amendments, the current requirements for providing notice of transactions involving licensed hospitals and requires that the parties to a merger, acquisition, or contracting affiliation of one or more health-care entities, long-term care entities, or veterinary care entities (material change transaction) submit specified notice requirements to the attorney general at least 60 days before the effective date of the material change transaction. If the terms of the material change transaction are altered or modified following the submission of the written notice, the parties must provide notice to the attorney general of the alteration or modification.
The attorney general may review a required notice of a material change transaction and may assess whether the proposed material change transaction is contrary to the public interest using factors specified in the bill. The attorney general may convert their review of the material change transaction to an investigation under the "Colorado State Antitrust Act of 2023".
The bill prohibits a material change transaction unless:
- The attorney general states that a formal assessment and review of the material change transaction are not necessary;
- The attorney general issues an assessment that the material change transaction is not likely to be contrary to the public interest;
- A court finds that the material change transaction is not likely to be contrary to the public interest;
- 90 days have elapsed since the parties to the material change transaction submitted notice of the material change transaction, and the attorney general has not issued an assessment and has not notified the parties to the material change transaction that more time is required to complete an assessment; or
- The attorney general has notified the parties that more time is required to complete the assessment, and 45 days have elapsed since the attorney general provided the notice.
- File a statement or report in writing answering, or to answer in writing, questions propounded by the attorney general as to the facts and circumstances reasonably related to an alleged or potential violation of the bill;
- Appear pursuant to a subpoena or produce relevant documents in aid of an investigation or inquiry; and
- Allow the attorney general to make true copies of documents that may be offered into evidence.
The attorney general may bring an action in district court to enjoin or unwind a material change transaction or seek other equitable relief necessary to protect the public interest.
Parties to a material change transaction may challenge the attorney general's assessment of a material change transaction in the district court for the city and county of Denver. The reviewing court shall affirm the attorney general's assessment unless a person seeking judicial review proves, by a preponderance of the evidence, specified criteria regarding the attorney general's assessment.
The bill grants the attorney general authority to seek additional information regarding a material change transaction, including requiring the parties to a material change transaction to:
If a person fails to comply with an investigation or inquiry pursuant to a request or subpoena issued by the attorney general, the attorney general may apply to a district court for relief, including a civil penalty of up to $5,000, reasonable costs, and attorney fees or a protective order.
For at least 5 years after the effective date of a material change transaction, the parties to the material change transaction shall provide the attorney general an annual report meeting specified requirements. The report must be made available to the public on the attorney general's and the parties' websites.
A person that fails to comply with any provision of the bill is subject to a civil penalty of not more than $200 for each day the person remains in violation. Failure of a party to a material change transaction to provide notice of the material change transaction is an independent and sufficient ground for a court to enjoin or unwind the material change transaction.
The bill requires that, if certain health-care providers refer a patient to an entity for health-care services and the provider, or an immediate family member of the provider, has a financial relationship with the entity, the provider shall disclose the nature of the financial relationship to the patient at the time of the referral.
Page 3, Line 1Be it enacted by the General Assembly of the State of Colorado:
Page 3, Line 2SECTION 1. In Colorado Revised Statutes, repeal and reenact, with amendments, article 19 of title 6 as follows:
Page 3, Line 3ARTICLE 19
Transactions Involving Medical Entities
Page 3, Line 46-19-101. Definitions.As used in this article 19, unless the context otherwise requires:
Page 3, Line 5(1) (a) "Acquisition" means an agreement, arrangement, or
Page 3, Line 6activity, the consummation of which results in a person
Page 3, Line 7acquiring directly or indirectly the ownership or control of another person.
Page 3, Line 8(b) "Acquisition" includes:
Page 4, Line 1(I) Any acquisition of thirty percent or more of voting
Page 4, Line 2securities or noncorporate interests, including assets, capital, stock, membership interests, or equity interests; or
Page 4, Line 3(II) An arrangement, written or oral, that includes the
Page 4, Line 4sale of any amount of voting securities or noncorporate
Page 4, Line 5interests that alters voting control of, responsibility for, or control of the governing body of a person.
Page 4, Line 6(2) "Charitable purpose" has the meaning set forth in section 7-30-101.2.
Page 4, Line 7(3) (a) "Contracting affiliation" means a relationship
Page 4, Line 8between two or more entities that permits the entities to
Page 4, Line 9negotiate jointly with insurers or third-party administrators
Page 4, Line 10over rates for health-care services, long-term care services, or
Page 4, Line 11veterinary services or for one entity to negotiate on behalf of
Page 4, Line 12the other entity with insurers or third-party administrators
Page 4, Line 13over rates for health-care services, long-term care services, or veterinary services.
Page 4, Line 14(b) "Contracting affiliation" does not include arrangements among entities under common ownership.
Page 4, Line 15(4) "Health-care entity" means a corporation,
Page 4, Line 16professional service corporation, partnership, provider
Page 4, Line 17network, business trust, association, organization, facility, or
Page 4, Line 18other entity, whether incorporated or not, that provides health-care services.
Page 4, Line 19(5) "Health-care services" means services relating to the
Page 4, Line 20prevention, cure, or treatment of an illness, injury, condition,
Page 4, Line 21or disease, including medical, surgical, chiropractic, hospital,
Page 5, Line 1optometric, podiatric, dental, pharmaceutical, ambulance,
Page 5, Line 2mental health, substance use disorder, therapeutic, preventive,
Page 5, Line 3diagnostic, curative, rehabilitative, palliative, and custodial services.
Page 5, Line 4(6) "Insurer" means an entity that meets the definition of:
(a) "Insurer" provided in section 10-1-102 (13);
Page 5, Line 5(b) "Carrier" provided in section 10-16-102 (8); or
(c) "Carrier" provided in section 24-50-603 (2).
Page 5, Line 6(7) "Long-term care" means "long-term services and supports" as defined in section 25.5-6-1702 (10).
Page 5, Line 7(8) "Long-term care entity" means a corporation,
Page 5, Line 8professional service corporation, partnership, provider
Page 5, Line 9network, business trust, association, organization, facility, or
Page 5, Line 10other entity, whether incorporated or not, that provides long-term care.
Page 5, Line 11(9) (a) "Material change transaction" means a merger, acquisition, or contracting affiliation involving one or more:
Page 5, Line 12(I) Health-care entities, long-term care entities, or veterinary care entities;
Page 5, Line 13(II) Entities organized or controlled by an entity listed in subsection (9)(a)(I) of this section;
Page 5, Line 14(III) Entities that own, manage, or exercise control over an entity listed in subsection (9)(a)(I) of this section; or
Page 5, Line 15(IV) Entities that represent or act on behalf of an entity
Page 5, Line 16listed in subsection (9)(a)(I) of this section in contracting with insurers or third-party administrators.
Page 5, Line 17(b) A series of transactions taking place in any five-year
Page 6, Line 1period, which transactions, in the aggregate, result in the
Page 6, Line 2transfer of ownership or control of fifty percent or more of a person's assets, is a material change transaction.
Page 6, Line 3(10) (a) "Merger" means a consolidation of two or more
Page 6, Line 4organizations, including two or more organizations joining
Page 6, Line 5through a common parent organization or two or more organizations forming a new organization.
Page 6, Line 6(b) "Merger" does not include a corporate reorganization.
Page 6, Line 7(11) "Third-party administrator" means an entity that
Page 6, Line 8administers payments for health-care services on behalf of a client in exchange for an administrative fee.
Page 6, Line 9(12) "Veterinary care entity" means a corporation,
Page 6, Line 10professional service corporation, partnership, provider
Page 6, Line 11network, business trust, association, organization, facility, or
Page 6, Line 12other entity, whether incorporated or not, that provides veterinary services.
Page 6, Line 13(13) "Veterinary professional" has the meaning set forth in section 12-315-104 (21.5).
Page 6, Line 14(14) "Veterinary services" means services provided by a veterinary professional.
Page 6, Line 156-19-102. Notice of material change transaction - form of
Page 6, Line 16notice - notice after modification of terms. (1) No later than sixty
Page 6, Line 17days before the effective date of a material change
Page 6, Line 18transaction, the parties to the material change transaction
Page 6, Line 19shall submit written notice to the attorney general of the
Page 6, Line 20material change transaction.
Page 7, Line 1(2) For a material change transaction that either
Page 7, Line 2involves an entity with an average annual revenue of at least
Page 7, Line 3eighty million dollars or will result in an entity projected to
Page 7, Line 4have an average annual revenue of at least eighty million
Page 7, Line 5dollars, written notice provided by the parties as required by subsection (1) of this section must include:
Page 7, Line 6(a) The parties involved in the material change
Page 7, Line 7transaction, including the names, headquarters business
Page 7, Line 8addresses, and websites of all parties, and the name, current
Page 7, Line 9headquarters business address, and website of any ultimate
Page 7, Line 10parent entities of the parties, as defined in 16 CFR 801.1, as adopted on November 12, 2024;
Page 7, Line 11(b) The leadership of the entities involved in the material
Page 7, Line 12change transaction, including all board members, managing partners, member managers, and officers;
Page 7, Line 13(c) The services provided by each entity and the
Page 7, Line 14attributed revenue for each entity by location and type of service;
Page 7, Line 15(d) The primary service area for each location;
(e) The proposed service area for each location;
Page 7, Line 16(f) The current relationships between the entities and the
Page 7, Line 17affected care or service providers, the locations of affected
Page 7, Line 18care or service providers, the services provided by affected care
Page 7, Line 19or service providers, and the proposed relationships between the entities and the affected care or service providers;
Page 7, Line 20(g) The current contractual relationships between the
Page 7, Line 21entities and insurers or third-party administrators that provide
Page 8, Line 1for coverage of health-care services, long-term care services,
Page 8, Line 2or veterinary services and the proposed relationships between
Page 8, Line 3the entities and the affected insurers or third-party administrators;
Page 8, Line 4(h) The agreement or agreements that give rise to the
Page 8, Line 5material change transaction and all related agreements, including leases, management contracts, and service contracts;
Page 8, Line 6(i) All consideration related to the material change transaction;
Page 8, Line 7(j) The markets in which the entities expect the material
Page 8, Line 8change transaction to produce synergies or other competitive advantages;
Page 8, Line 9(k) Potential areas of expansion, whether in existing markets or new markets;
Page 8, Line 10(l) Any plans to close facilities, reduce workforce, or reduce or eliminate services;
Page 8, Line 11(m) The names, headquarters business addresses, and
Page 8, Line 12websites of brokers, experts, and consultants used to facilitate and evaluate the material change transaction;
Page 8, Line 13(n) The number of full-time equivalent positions at each
Page 8, Line 14location before the material change transaction and the
Page 8, Line 15anticipated number of full-time equivalent positions at each
Page 8, Line 16location after the material change transaction, indicated by job category, including administrative and contract positions;
Page 8, Line 17(o) A brief description of the nature and purpose of each
Page 8, Line 18material change transaction involving one or more of the
Page 8, Line 19parties that occurred in the five years preceding the notice;
Page 9, Line 1(p) A description of any complaints, grievances, or
Page 9, Line 2disputes involving one or more of the parties filed with a state
Page 9, Line 3licensing or oversight entity in the three years preceding the notice;
Page 9, Line 4(q) The current governing documents for all entities
Page 9, Line 5involved in the material change transaction and any amendments to the documents;
Page 9, Line 6(r) Any expert or consultant reports, analyses,
Page 9, Line 7valuations, projections, or modeling conducted in evaluating
Page 9, Line 8the material change transaction, including any valuation of
Page 9, Line 9the assets that are subject to the material change transaction
Page 9, Line 10within three years preceding the notice and any reports by
Page 9, Line 11appraisers, accountants, investment bankers, actuaries, and other experts;
Page 9, Line 12(s) For a material change transaction involving the sale,
Page 9, Line 13lease, or transfer of at least forty percent of a party's assets,
Page 9, Line 14voting securities, revenues, or controlling interests to another party:
Page 9, Line 15(I) A financial and economic analysis and report prepared
Page 9, Line 16by an independent expert or consultant concerning the effects of the material change transaction; and
Page 9, Line 17(II) An impact analysis report prepared by an independent
Page 9, Line 18expert or consultant concerning the effects of the material
Page 9, Line 19change transaction on communities and the workforce,
Page 9, Line 20including any changes in availability or accessibility of services;
Page 9, Line 21(t) A certification sworn under oath by each board
Page 10, Line 1member and chief executive officer for any nonprofit entity
Page 10, Line 2involved in the material change transaction containing the following:
Page 10, Line 3(I) An explanation of how the material change
Page 10, Line 4transaction is in the public interest, which explanation
Page 10, Line 5addresses the factors in section 6-19-104 (1), and any change to
Page 10, Line 6an entity's charitable purpose that may result from the material change transaction;
Page 10, Line 7(II) A disclosure of each declarant's compensation and
Page 10, Line 8benefits relating to the material change transaction for the
Page 10, Line 9three years following the material change transaction's anticipated completion date; and
Page 10, Line 10(III) A disclosure of any conflicts of interest;
Page 10, Line 11(u) Where applicable, identification of any assets subject
Page 10, Line 12to the material change transaction that are currently used for
Page 10, Line 13a charitable purpose, all documents reflecting the charitable
Page 10, Line 14purposes of any entity involved in the material change
Page 10, Line 15transaction, and a description of any change to the charitable
Page 10, Line 16purposes for which an asset is currently used that will result from the material change transaction;
Page 10, Line 17(v) Audited and unaudited financial statements from all
Page 10, Line 18parties involved in the material change transaction and tax
Page 10, Line 19filings for all entities involved in the material change transaction covering the preceding five fiscal years;
Page 10, Line 20(w) A certification that the parties will make a notice of
Page 10, Line 21the material change transaction available on a public website
Page 10, Line 22within seven days after the notification to the attorney general; and
Page 11, Line 1(x) Any other information relevant to evaluating the
Page 11, Line 2material change transaction that is requested by the attorney general.
Page 11, Line 3(3) For a material change transaction that is not covered
Page 11, Line 4by subsection (2) of this section, and that either involves an
Page 11, Line 5entity with an average annual revenue of at least thirty
Page 11, Line 6million dollars or will result in an entity projected to have an
Page 11, Line 7average annual revenue of at least thirty million dollars,
Page 11, Line 8written notice provided by the parties as required by subsection (1) of this section must include:
Page 11, Line 9(a) The parties involved in the material change
Page 11, Line 10transaction, including the names, headquarters business
Page 11, Line 11addresses, and websites of all parties, and the name, current
Page 11, Line 12headquarters business address, and website of any ultimate
Page 11, Line 13parent entities of the parties, as defined in 16 CFR 801.1, as adopted on November 12, 2024;
Page 11, Line 14(b) The leadership of the entities involved in the material
Page 11, Line 15change transaction, including all board members, managing partners, member managers, and officers;
Page 11, Line 16(c) The services provided by each entity and the
Page 11, Line 17attributed revenue for each entity by location and type of service;
Page 11, Line 18(d) The current contractual relationships between the
Page 11, Line 19entities and insurers or third-party administrators that provide
Page 11, Line 20for coverage of health-care services, long-term care services,
Page 11, Line 21or veterinary services and the proposed relationships between
Page 12, Line 1the entities and the affected insurers or third-party administrators;
Page 12, Line 2(e) The agreement or agreements that give rise to the
Page 12, Line 3material change transaction and all related agreements, including leases, management contracts, and service contracts;
Page 12, Line 4(f) The markets in which the entities expect the material
Page 12, Line 5change transaction to produce synergies or other competitive advantages;
Page 12, Line 6(g) Potential areas of expansion, whether in existing markets or new markets;
Page 12, Line 7(h) Any plans to close facilities, reduce workforce, or reduce or eliminate services;
Page 12, Line 8(i) The number of full-time equivalent positions at each
Page 12, Line 9location before the material change transaction and the
Page 12, Line 10anticipated number of full-time equivalent positions at each
Page 12, Line 11location after the material change transaction, indicated by job category, including administrative and contract positions;
Page 12, Line 12(j) A brief description of the nature and purpose of the
Page 12, Line 13proposed material change transaction, including the number of
Page 12, Line 14individual providers of health-care services, long-term care, or veterinary services affected;
Page 12, Line 15(k) A brief description of the nature and purpose of each
Page 12, Line 16material change transaction that involves one or more of the parties and that occurred in the five years preceding the notice;
Page 12, Line 17(l) All documents reflecting the charitable purposes of
Page 12, Line 18any party to the material change transaction, and a description
Page 12, Line 19of any change to charitable purposes that will result from the material change transaction;
Page 13, Line 1(m) A certification that the parties will make a notice of
Page 13, Line 2the material change transaction available on a public website
Page 13, Line 3within seven days after the notification to the attorney
Page 13, Line 4general, or a certification that no party involved in the
Page 13, Line 5material change transaction maintains a public website where such notice could be made available; and
Page 13, Line 6(n) The anticipated effective date of the proposed material change transaction.
Page 13, Line 7(4) For a material change transaction that is not covered
Page 13, Line 8by subsection (2) or (3) of this section, written notice provided by
Page 13, Line 9the parties as required by subsection (1) of this section must include:
Page 13, Line 10(a) The names, headquarters business addresses, and websites of all parties to the material change transaction;
Page 13, Line 11(b) The names and contact information of all owners,
Page 13, Line 12directors, and officers of all parties to the material change transaction;
Page 13, Line 13(c) Identification of all locations where health-care
Page 13, Line 14services, long-term care services, or veterinary services are
Page 13, Line 15currently provided by each party and the type of services provided at each location;
Page 13, Line 16(d) A brief description of the nature and purpose of the
Page 13, Line 17proposed material change transaction, including the number of
Page 13, Line 18individual providers of health-care services, long-term care, or veterinary services affected;
Page 13, Line 19(e) A brief description of the nature and purpose of each
Page 14, Line 1material change transaction that involves one or more of the parties and that occurred in the five years preceding the notice;
Page 14, Line 2(f) All documents reflecting the charitable purposes of
Page 14, Line 3any party to the material change transaction, and a description
Page 14, Line 4of any change to the charitable purposes that will result from the material change transaction;
Page 14, Line 5(g) A certification that the parties will make a notice of
Page 14, Line 6the material change transaction available on a public website
Page 14, Line 7within seven days after the notification to the attorney
Page 14, Line 8general or that no entity involved in the material change
Page 14, Line 9transaction maintains a public website where such notice could be made available; and
Page 14, Line 10(h) The anticipated effective date of the proposed material change transaction.
Page 14, Line 11(5) A transaction or other device entered into or
Page 14, Line 12employed for the purpose of avoiding the obligation to comply
Page 14, Line 13with this section is void, and whether the parties must comply
Page 14, Line 14with subsection (2), (3), or (4) of this section is determined by
Page 14, Line 15applying this article 19 and any associated rules to the substance of the material change transaction.
Page 14, Line 16(6) A party to a material change transaction may request
Page 14, Line 17that the attorney general subject the material change
Page 14, Line 18transaction to a different category of notice requirement, as
Page 14, Line 19described in subsections (2), (3), and (4) of this section, from the
Page 14, Line 20notice requirement that applies due to the average annual
Page 14, Line 21revenue classification of the material change transaction. The
Page 14, Line 22attorney general may grant the party's request if the attorney general determines that the request is in the public interest.
Page 15, Line 1(7) If the terms of a material change transaction are
Page 15, Line 2altered or modified following the submission of a written notice
Page 15, Line 3pursuant to this section, the parties shall provide notice to the
Page 15, Line 4attorney general of the alteration or modification, including
Page 15, Line 5new copies of the information required under this section that is subject to alteration or modification.
Page 15, Line 6(8) Notwithstanding any provision of this section to the
Page 15, Line 7contrary, the attorney general may waive all or part of the disclosure requirements described in this section.
Page 15, Line 8(9) Nothing in this article 19 prohibits the parties to a
Page 15, Line 9material change transaction from voluntarily providing information to the attorney general.
Page 15, Line 106-19-103. Requests for additional information - failure to
Page 15, Line 11comply - admissibility - rules. (1) Following the receipt of notice
Page 15, Line 12of a proposed material change transaction pursuant to section 6-19-102, the attorney general may:
Page 15, Line 13(a) Require a person, under oath or otherwise and on
Page 15, Line 14forms prescribed by the attorney general, to file a statement or
Page 15, Line 15report in writing answering, or to answer in writing, questions
Page 15, Line 16propounded by the attorney general as to the facts and
Page 15, Line 17circumstances reasonably related to an alleged or potential
Page 15, Line 18violation of this article 19 and to provide other data and information the attorney general reasonably deems necessary;
Page 15, Line 19(b) Issue subpoenas to require the attendance of witnesses
Page 15, Line 20or the production of relevant documents, administer oaths,
Page 15, Line 21conduct hearings in aid of an investigation or inquiry, and
Page 16, Line 1prescribe forms and adopt rules as may reasonably be deemed necessary to administer this section; and
Page 16, Line 2(c) Make true copies, at the expense of the attorney
Page 16, Line 3general, of any documents examined pursuant to subsection
Page 16, Line 4(1)(b) of this section, which copies may be offered into evidence
Page 16, Line 5in lieu of the originals in a civil action brought pursuant to this
Page 16, Line 6article 19. The person producing the documents may require that
Page 16, Line 7the attorney general make copies of the documents. If the
Page 16, Line 8attorney general determines the use of originals is necessary,
Page 16, Line 9the attorney general shall pay to have copies of those documents made for use by the person producing the documents.
Page 16, Line 10(2) Service of a request for information or subpoena
Page 16, Line 11pursuant to this section must be made in the manner prescribed by law.
Page 16, Line 12(3) If a person fails to appear or fails to cooperate with an
Page 16, Line 13investigation or inquiry made or a subpoena issued pursuant to
Page 16, Line 14this section, the attorney general may apply to a district court
Page 16, Line 15for an appropriate order to effect the purposes of this article
Page 16, Line 1619. The application must state that there is reasonable cause to
Page 16, Line 17believe that the order applied for is necessary to enforce this
Page 16, Line 18article 19. If the court is satisfied that reasonable cause exists, the court may:
Page 16, Line 19(a) Require the attendance of, or the production of documents by, the person, or both;
Page 16, Line 20(b) Assess a civil penalty of up to five thousand dollars
Page 16, Line 21for the failure to appear and answer questions, written or
Page 16, Line 22otherwise, or the failure to produce documents, unless the
Page 17, Line 1court finds that the failure to appear, to answer questions, or
Page 17, Line 2to produce documents was substantially justified or that other circumstances make an assessment of a civil penalty unjust;
Page 17, Line 3(c) Award the attorney general reasonable costs and
Page 17, Line 4attorney fees in making the application, unless the court finds
Page 17, Line 5that the failure to appear, to answer questions, or to produce
Page 17, Line 6documents was substantially justified or that other circumstances make an award of costs and attorney fees unjust;
Page 17, Line 7(d) Enter a protective order as provided for in the Colorado rules of civil procedure; and
Page 17, Line 8(e) Grant other or further relief as may be necessary to obtain compliance by the person.
Page 17, Line 9(4) Materials provided to the attorney general pursuant
Page 17, Line 10to this section and any other written response, testimony, or
Page 17, Line 11documents obtained by the attorney general pursuant to this
Page 17, Line 12section, or information derived directly or indirectly from the
Page 17, Line 13written response, testimony, or documents, are not admissible in
Page 17, Line 14evidence in a criminal prosecution against the person providing
Page 17, Line 15the written response, testimony, or documents. This article 19
Page 17, Line 16does not prevent a law enforcement officer from producing or
Page 17, Line 17obtaining the same or similar facts, information, or evidence for
Page 17, Line 18use in a criminal prosecution, so long as the law enforcement officer has an independent basis for doing so.
Page 17, Line 19(5) Nothing in this section prohibits the attorney general
Page 17, Line 20from disclosing information obtained pursuant to this article 19
Page 17, Line 21to another law enforcement agency, a department of a
Page 17, Line 22governmental or public entity of this or another state, or the
Page 18, Line 1federal government to assist with an ongoing investigation and
Page 18, Line 2if the other law enforcement agency or department executes an
Page 18, Line 3agreement stating that the information will remain
Page 18, Line 4confidential and will not be admitted as evidence in a criminal
Page 18, Line 5prosecution against the person providing the written response, testimony, or documents.
Page 18, Line 6(6) Notices provided pursuant to section 6-19-102 and any
Page 18, Line 7additional information received pursuant to this section are
Page 18, Line 8investigative records. The attorney general may deem
Page 18, Line 9investigative records or records regarding intelligence
Page 18, Line 10information obtained under this article 19 public records
Page 18, Line 11subject to public inspection in accordance with the "Colorado Open Records Act", part 2 of article 72 of title 24.
Page 18, Line 12(7) Nothing in this section prevents or limits the attorney
Page 18, Line 13general's authority to issue public statements describing or
Page 18, Line 14warning of conduct that violates this article 19, or another
Page 18, Line 15article of this title 6, regardless of whether the public
Page 18, Line 16statements are made on a local, statewide, regional, or nationwide basis.
Page 18, Line 176-19-104. Assessment of proposed material change transaction
Page 18, Line 18by the attorney general - prohibition of proposed material change
Page 18, Line 19transaction that is contrary to the public interest - appeal of
Page 18, Line 20assessment - enforcement. (1) The attorney general may review a
Page 18, Line 21notice provided pursuant to section 6-19-102. If the attorney
Page 18, Line 22general reviews such a notice, the attorney general may assess
Page 18, Line 23whether the proposed material change transaction is contrary
Page 18, Line 24to the public interest. An assessment by the attorney general must consider whether the material change transaction will:
Page 19, Line 1(a) Harm public health, including by reducing available services, workforce, or health outcomes;
Page 19, Line 2(b) Reduce the affected community's continued access to
Page 19, Line 3affordable and quality care and to the range of services
Page 19, Line 4historically provided by the entities or will prevent members in
Page 19, Line 5the affected community from receiving a comparable or better patient experience;
Page 19, Line 6(c) Have a detrimental impact on competing health-care options within primary and dispersed service areas;
Page 19, Line 7(d) Reduce delivery of health care to disadvantaged,
Page 19, Line 8uninsured, underinsured, and underserved populations and to populations enrolled in public health-care programs;
Page 19, Line 9(e) Have a substantial negative impact on medical
Page 19, Line 10education and teaching programs, health-care workforce training, or medical research;
Page 19, Line 11(f) Have a negative impact on the markets for:
Page 19, Line 12(I) Health-care services, long-term care services, or veterinary services;
Page 19, Line 13(II) Services provided by insurers; or
Page 19, Line 14(III) Workers hired or contracted to provide health-care services, long-term care services, or veterinary care services;
Page 19, Line 15(g) Increase health-care, long-term care, or veterinary care costs for patients;
Page 19, Line 16(h) Reduce billing transparency or increase the risk of unfair, deceptive, or abusive billing practices;
Page 19, Line 17(i) Adversely impact provider cost trends and containment of total health-care spending;
Page 20, Line 1(j) Have a negative impact on wages paid by, or the number
Page 20, Line 2of employees employed by, a health-care, long-term care, or
Page 20, Line 3veterinary care entity involved in a material change transaction;
Page 20, Line 4(k) Have a negative impact on wages, collective
Page 20, Line 5bargaining units, and collective bargaining agreements of
Page 20, Line 6existing or future workers employed by a health-care,
Page 20, Line 7long-term care, or veterinary care entity involved in a material change transaction;
Page 20, Line 8(l) Fail to ensure that, if assets currently used for a
Page 20, Line 9charitable purpose will no longer be subject to a charitable
Page 20, Line 10purpose, appropriate steps are taken to safeguard the value of
Page 20, Line 11the assets and to ensure that any proceeds of the material
Page 20, Line 12change transaction are dedicated to the charitable purposes for which the assets are currently used; or
Page 20, Line 13(m) Result in a director, officer of the board, chief
Page 20, Line 14executive officer, chief operating officer, or chief financial
Page 20, Line 15officer of a nonprofit entity that will experience a change in
Page 20, Line 16charitable purpose as a result of the material change
Page 20, Line 17transaction, or a nonprofit charitable organization receiving
Page 20, Line 18the proceeds of the material change transaction, benefitting directly or indirectly from the transaction.
Page 20, Line 19(2) (a) The attorney general may issue a written assessment, based on the facts and evidence available, that:
Page 20, Line 20(I) A formal assessment and review are not necessary for
Page 20, Line 21the material change transaction or that the noticed change does not constitute a material change transaction;
Page 21, Line 1(II) The material change transaction is not likely to be contrary to the public interest; or
Page 21, Line 2(III) The material change transaction is contrary to the public interest.
Page 21, Line 3(b) The attorney general shall include in an assessment
Page 21, Line 4specific findings on each of the factors provided in subsection (1)
Page 21, Line 5of this section or other factors considered that were relevant to the attorney general's assessment.
Page 21, Line 6(3) The attorney general may issue an assessment
Page 21, Line 7pursuant to subsection (2)(a)(I) or (2)(a)(II) of this section subject
Page 21, Line 8to the agreement of the parties to conditions that the attorney
Page 21, Line 9general deems necessary to prevent the outcomes described in subsection (1) of this section.
Page 21, Line 10(4) The attorney general, at any point in their review of
Page 21, Line 11a material change transaction under this article 19, may
Page 21, Line 12convert their investigation of the material change transaction
Page 21, Line 13to an investigation under the "Colorado State Antitrust Act of
Page 21, Line 142023", article 4 of this title 6, with all powers, authorities, and remedies available under that act.
Page 21, Line 15(5) An assessment issued pursuant to subsection (2) of this
Page 21, Line 16section is not effective if the terms of the material change
Page 21, Line 17transaction are altered or modified after the attorney general
Page 21, Line 18issues the assessment. If the parties to a material change
Page 21, Line 19transaction alter or modify the terms of the material change
Page 21, Line 20transaction following issuance of the assessment, the parties
Page 21, Line 21shall not institute or make effective the material change transaction until the attorney general has:
Page 22, Line 1(a) Received notice and updated information in compliance
Page 22, Line 2with section 6-19-102 (7) or waived the requirement for the
Page 22, Line 3notice and updated information pursuant to section 6-19-102 (8); and
Page 22, Line 4(b) Renewed the prior assessment or issued a new
Page 22, Line 5assessment pursuant to subsection (2) of this section on the basis of the updated information.
Page 22, Line 6(6) (a) Parties to a material change transaction may
Page 22, Line 7commence an action for judicial review in the district court for
Page 22, Line 8the city and county of Denver within thirty-five days after an assessment is issued pursuant to subsection (2) of this section.
Page 22, Line 9(b) If a party to a material change transaction seeks
Page 22, Line 10judicial review, the reviewing court shall affirm the attorney
Page 22, Line 11general's assessment unless the person seeking judicial review
Page 22, Line 12proves, by a preponderance of the evidence, that the attorney general's assessment is:
Page 22, Line 13(I) Arbitrary or capricious;
(II) A denial of a statutory right;
Page 22, Line 14(III) Contrary to a constitutional right, power, privilege, or immunity;
Page 22, Line 15(IV) In excess of statutory jurisdiction, authority, purpose, or limitation;
Page 22, Line 16(V) Not in accord with the procedures or procedural limitations of this article 19 or otherwise required by law;
Page 22, Line 17(VI) An abuse or clearly unwarranted exercise of
Page 22, Line 18discretion;
Page 23, Line 1(VII) Based upon findings of fact that are clearly erroneous on the whole record;
Page 23, Line 2(VIII) Unsupported by substantial evidence when the record is considered as a whole; or
Page 23, Line 3(IX) Otherwise contrary to law.
Page 23, Line 4(c) The complaint made pursuant to this subsection (6)
Page 23, Line 5must state the facts upon which the plaintiff bases the claim
Page 23, Line 6that the attorney general's assessment is unlawful, the reasons entitling the plaintiff to relief, and the relief that they seek.
Page 23, Line 7(d) The reviewing court may issue any order necessary to
Page 23, Line 8ensure that the material change transaction is not contrary to the public interest.
Page 23, Line 9(7) A party to a material change transaction shall not
Page 23, Line 10institute or make effective the material change transaction until:
Page 23, Line 11(a) The attorney general states, pursuant to subsection
Page 23, Line 12(2)(a)(I) of this section, that a formal assessment and review are
Page 23, Line 13not necessary or that the noticed change is not a material change transaction;
Page 23, Line 14(b) The attorney general issues an assessment that the
Page 23, Line 15material change transaction is not likely to be contrary to the public interest pursuant subsection (2)(a)(II) of this section;
Page 23, Line 16(c) A court:
Page 23, Line 17(I) Affirms the attorney general's assessment pursuant to
Page 23, Line 18subsection (6)(b) of this section that the material change
Page 23, Line 19transaction is not likely to be contrary to the public interest;
Page 23, Line 20or
Page 24, Line 1(II) Finds that the material change transaction is not likely to be contrary to the public interest;
Page 24, Line 2(d) Ninety days have elapsed since the parties to the
Page 24, Line 3material change transaction last submitted written notice to
Page 24, Line 4the attorney general of the material change transaction
Page 24, Line 5pursuant to section 6-19-102 or subsection (5)(a) of this section,
Page 24, Line 6and the attorney general has not notified the parties to the
Page 24, Line 7material change transaction that the attorney general requires more time to complete an assessment; or
Page 24, Line 8(e) The attorney general has notified the parties that
Page 24, Line 9more time is required to complete the assessment pursuant to
Page 24, Line 10subsection (7)(d) of this section, and at least forty-five days have elapsed since the attorney general provided the notice.
Page 24, Line 11(8) The attorney general may bring an action in district court:
Page 24, Line 12(a) To prevent or restrain violations of this section;
Page 24, Line 13(b) To enforce compliance with conditions agreed to pursuant to subsection (3) of this section; or
Page 24, Line 14(c) For other such equitable relief as may be necessary to
Page 24, Line 15protect the public interest, including an order unwinding the material change transaction.
Page 24, Line 16(9) An assessment issued under this section or a decision
Page 24, Line 17not to issue an assessment under this section does not preclude
Page 24, Line 18or otherwise prejudice a subsequent action against any parties
Page 24, Line 19to a material change transaction for violations of state or federal law.
Page 24, Line 206-19-105. Post-change requirements - report. (1) For at least
Page 25, Line 1five years after the effective date of a material change
Page 25, Line 2transaction, the parties to a material change transaction
Page 25, Line 3subject to section 6-19-102 (2) or (3) shall provide the attorney general an annual report of:
Page 25, Line 4(a) The activities to satisfy any conditions agreed to pursuant to section 6-19-104 (3);
Page 25, Line 5(b) Any additional material change transactions involving the parties; and
Page 25, Line 6(c) If the material change transaction results in assets
Page 25, Line 7that were formerly used for a charitable purpose no longer
Page 25, Line 8being used for such a purpose, the parties' grant-making and
Page 25, Line 9other charitable activities related to the parties' use of the proceeds of the material change transaction.
Page 25, Line 10(2) (a) The attorney general shall make the annual
Page 25, Line 11report created pursuant to subsection (1) of this section available to the public on the attorney general's website.
Page 25, Line 12(b) Each party to the material change transaction shall
Page 25, Line 13make the annual report created pursuant to subsection (1) of this section available to the public on the party's website.
Page 25, Line 14(3) Each party to a material change transaction shall
Page 25, Line 15file the annual report created pursuant to subsection (1) of this
Page 25, Line 16section no later than ninety days after the end of the year that the report addresses.
Page 25, Line 176-19-106. Penalties - remedy - injunction. (1) A person that
Page 25, Line 18fails to comply with this article 19 is subject to a civil penalty
Page 25, Line 19of not more than two hundred dollars for each day the person
Page 25, Line 20remains in violation of this article 19.
Page 26, Line 1(2) Failure of a party to a material change transaction to
Page 26, Line 2provide notice of the material change transaction as required
Page 26, Line 3by this article 19 is an independent and sufficient ground for the
Page 26, Line 4attorney general to assess that the material change
Page 26, Line 5transaction is likely to be contrary to the public interest or for
Page 26, Line 6a court to enjoin or unwind the material change transaction or provide other equitable relief.
Page 26, Line 7(3) Failure of a party to a material change transaction to
Page 26, Line 8provide timely information as required by the attorney general
Page 26, Line 9is an independent and sufficient ground for the attorney
Page 26, Line 10general to assess that the material change transaction is likely
Page 26, Line 11to be contrary to the public interest, or for a court to enjoin or
Page 26, Line 12unwind the material change transaction or provide other
Page 26, Line 13equitable relief, if the attorney general notified the entities of
Page 26, Line 14the inadequacy of the information provided and provided the
Page 26, Line 15entities with a reasonable opportunity to remedy the inadequacy.
Page 26, Line 166-19-107. Effect on existing authorities - rules. (1) The
Page 26, Line 17attorney general may adopt rules for the purpose of carrying out this article 19, including:
Page 26, Line 18(a) Rules defining the terms used in this article 19;
Page 26, Line 19(b) Rules exempting from the requirements of this article 19:
Page 26, Line 20(I) Classes of persons; and
Page 26, Line 21(II) Material change transactions that are not likely to be contrary to the public interest;
Page 26, Line 22(c) Rules identifying additional factors to the factors
Page 27, Line 1described in section 6-19-104 (1) that may be considered in
Page 27, Line 2assessing whether a material change transaction is in the public interest;
Page 27, Line 3(d) Rules requiring that persons provide additional
Page 27, Line 4information in order to comply with section 6-19-102 or
Page 27, Line 5prescribing the form of notices submitted pursuant to section 6-19-102; and
Page 27, Line 6(e) Other rules as may be necessary and appropriate to carry out the purposes of this article 19.
Page 27, Line 7(2) (a) Nothing in this article 19 limits the attorney general's common law powers.
Page 27, Line 8(b) Nothing in this article 19 affects the regulatory
Page 27, Line 9authority of a government agency other than the department of law.
Page 27, Line 10SECTION 2. In Colorado Revised Statutes, add 25-49-107 as follows:
Page 27, Line 1125-49-107. Providers - physicians - disclosure of certain
Page 27, Line 12referrals - definitions. (1) As used in this section, unless the context otherwise requires:
Page 27, Line 13(a) "Designated health services" has the meaning set forth in section 25.5-4-414 (1)(a).
Page 27, Line 14(b) "Financial relationship" means an ownership or
Page 27, Line 15investment interest in an entity furnishing designated health
Page 27, Line 16services. An ownership or investment interest may be reflected in equity, debt, or other instruments.
Page 27, Line 17(c) "Immediate family member of the provider" means a
Page 27, Line 18spouse, natural or adoptive parent, natural or adoptive child,
Page 28, Line 1stepparent, stepchild, stepbrother, stepsister, in-law, grandparent, or grandchild of a provider.
Page 28, Line 2(d) "Provider" means:
Page 28, Line 3(I) A doctor of medicine or osteopathy who is licensed to practice medicine pursuant to article 240 of title 12;
Page 28, Line 4(II) A doctor of dental surgery or of dental medicine who
Page 28, Line 5is licensed to practice dentistry pursuant to article 220 of title 12;
Page 28, Line 6(III) A doctor of podiatric medicine who is licensed to practice podiatry pursuant to article 290 of title 12;
Page 28, Line 7(IV) A doctor of optometry who is licensed to practice optometry pursuant to article 275 of title 12; or
Page 28, Line 8(V) A chiropractor who is licensed to practice chiropractic pursuant to article 215 of title 12.
Page 28, Line 9(2) (a) If a provider refers a patient to an entity for
Page 28, Line 10designated health services and the provider, or an immediate
Page 28, Line 11family member of the provider, has a financial relationship with
Page 28, Line 12the entity, the provider shall disclose the nature of the
Page 28, Line 13financial relationship to the patient at the time of the referral.
Page 28, Line 14At the patient's request, the provider shall provide the patient
Page 28, Line 15with reasonable alternative referral options for entities with
Page 28, Line 16which the provider, or an immediate family member of the provider, does not have a financial relationship.
Page 28, Line 17(b) Subsection (2)(a) of this section does not apply to a
Page 28, Line 18financial relationship that meets the requirements of an
Page 28, Line 19exception to the prohibitions established by 42 U.S.C. sec. 1395nn
Page 28, Line 20or regulations adopted pursuant to 42 U.S.C. sec. 1395nn, as they existed on the effective date of this section.
Page 29, Line 1(c) Subsection (2)(a) of this section does not apply to a
Page 29, Line 2financial relationship or a referral for designated health
Page 29, Line 3services if the financial relationship or referral for designated
Page 29, Line 4health services would not violate 42 U.S.C. sec. 1395nn or
Page 29, Line 5regulations adopted pursuant to 42 U.S.C. sec. 1395nn, as they
Page 29, Line 6existed on the effective date of this section, if the designated
Page 29, Line 7health services were eligible for payment under medicare
Page 29, Line 8rather than under the "Colorado Medical Assistance Act", articles 4 to 6 of title 25.5.
Page 29, Line 9(3) An entity that provides designated health services as
Page 29, Line 10a result of a referral without informing the patient of the
Page 29, Line 11referring provider's financial interest, or an immediate family
Page 29, Line 12member of the referring provider's financial interest, in the
Page 29, Line 13entity pursuant to subsection (2)(a) of this section shall not
Page 29, Line 14present a claim or bill to an individual, a third-party payer, the
Page 29, Line 15department of health care policy and financing, or any other entity for the designated health services.
Page 29, Line 16(4) A provider that refers a patient for designated health
Page 29, Line 17services in violation of subsection (2)(a) of this section commits
Page 29, Line 18a deceptive trade practice under part 1 of the "Colorado Consumer Protection Act", article 1 of title 6.
Page 29, Line 19SECTION 3. In Colorado Revised Statutes, 6-1-105, add (1)(iiii) as follows:
Page 29, Line 206-1-105. Unfair or deceptive trade practices - definitions.
Page 29, Line 21(1) A person engages in a deceptive trade practice when, in the course of
Page 29, Line 22the person's business, vocation, or occupation, the person:
(iiii) Violates article 19 of this title 6.
Page 30, Line 1SECTION 4. Applicability. Section 6-19-102, Colorado Revised
Page 30, Line 2Statutes, as enacted in section 1 of this act, applies to material change
Page 30, Line 3transactions with an anticipated effective date not sooner than ninety days after the effective date of this act.
Page 30, Line 4SECTION 5. Safety clause. The general assembly finds,
Page 30, Line 5determines, and declares that this act is necessary for the immediate
Page 30, Line 6preservation of the public peace, health, or safety or for appropriations for
Page 30, Line 7the support and maintenance of the departments of the state and state institutions.