Or. Admin. Code § 409-070-0025 - Acquisition of Control; Presumptions and Disclaimers
(1)
The following presumptions will apply in determining whether a transaction
involving a health care entity results in the acquisition of direct or indirect
control of that health care entity:
(a) A
transaction must be rebuttably presumed to involve an acquisition of control of
a health care entity that is a domestic health insurer or a coordinated care
organization if a person, directly or indirectly, acquires voting control of
ten percent (10%) or more of any class of voting securities of the domestic
health insurer or the coordinated care organization.
(b) For a health care entity other than a
domestic health insurer or coordinated care organization, a transaction must be
rebuttably presumed to involve an acquisition of control of the health care
entity if a person, directly or indirectly, acquires voting control of
twenty-five percent (25%) or more of any class of voting securities of the
health care entity.
(c) For any
health care entity, a transaction must be irrebuttably presumed to involve an
acquisition of control of the health care entity if a person, directly or
indirectly, acquires voting control of more than fifty percent (50%) of any
class of voting securities of the health care entity.
(2) A person seeking to rebut the presumption
described in paragraph (1)(b) of this rule must apply to the Authority, on a
form prescribed by the Authority, for a disclaimer of control determination.
Such application must show that the proposed transaction would not result in
control of the health care entity, or that control would not be changed by the
proposed transaction, and must fully disclose all material relationships and
bases for control between the disclaimer applicant and the person(s) to which
the disclaimer applies, as well as the basis for disclaiming control or change
of control. The Authority may determine, after giving persons that have an
interest in the Authority's determination notice and opportunity to be heard
and after making specific findings of fact to support the determination, that
control would exist or would be changed by a proposed transaction.
(3) A disclaimer application filed under
paragraph (2) of this rule is effective unless, within thirty calendar days
after the Authority receives the disclaimer application, the Authority notifies
the disclaimer applicant that the disclaimer has been disallowed.
(4) Paragraphs (2) and (3) of this rule do
not apply to transactions involving a domestic health insurer or a coordinated
care organization. For a domestic health insurer, the disclaimer of affiliation
procedure is in ORS 732.568. For a coordinated care
organization, the disclaimer of affiliation procedure is in OAR
410-141-5315.
(5) Filing a disclaimer application does not
relieve a health care entity of the requirement to submit a notice of material
change transaction in accordance with OAR 407-070-0030. If a disclaimer
application shows that a proposed transaction would not result in control of
the health care entity or that control would not be changed by the proposed
transaction, then the Authority must discontinue any review of the transaction
and refund any fee paid in connection with the notice of material change
transaction.
(6) A health care
entity that submits a disclaimer application may contest the Authority's
determination as provided in OAR
409-070-0075. Unless otherwise
ordered in the course of such proceedings, the time periods for preliminary and
comprehensive review of the transaction under OAR
409-070-0055 or OAR
409-070-0060 will remain
applicable, without abatement or reduction, in the event a preliminary or
comprehensive review of the transaction is thereafter required.
Notes
Statutory/Other Authority: ORS 415.501
Statutes/Other Implemented: ORS 415.500 - 415.900
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
No prior version found.