§ 4550 — Definitions

§ 4550. Definitions. For the purposes of this article, the following\nterms shall have the following meanings:\n 1. "Control" means the possession, direct or indirect, of the power to\ndirect or cause the direction of the management, administrative\nfunctions, and policies of a health care entity, whether through the\nownership of voting securities or rights, control, either directly or\nindirectly, by contract (except a commercial contract for goods or\nnon-management services) or otherwise; but no person shall be deemed to\ncontrol another person solely by reason of being an officer or director\nof a health care entity. "Control" shall be presumed to exist if any\nperson directly or indirectly owns, controls, or holds with the power to\nvote ten percent or more of the voting securities of a health care\nentity.\n 2. "Health care entity" shall include but not be limited to a\nphysician practice, group, or management services organization or\nsimilar entity providing all or substantially all of the administrative\nor management services under contract with one or more physician\npractices, provider-sponsored organization, health insurance plan, or\nany other kind of health care facility, organization or plan providing\nhealth care services in this state; provided, however, that a "health\ncare entity" shall not include an insurer authorized to do business in\nthis state, or a pharmacy benefit manager registered or licensed in this\nstate. An "insurer" shall not include non-insurance subsidiaries and\naffiliated entities of insurance companies regulated under the insurance\nlaw or this chapter.\n 3. "Health equity" shall mean achieving the highest level of health\nfor all people and shall entail focused efforts to address avoidable\ninequalities by equalizing those conditions for health for those that\nhave experienced injustices, socioeconomic disadvantages, and systemic\ndisadvantages.\n 4. "Material transaction" shall mean:\n (a) any of the following, occurring during a single transaction or in\na series of related transactions that take place within a rolling twelve\nmonth time period, and meet or exceed thresholds, for factors including\nbut not limited to changes in revenue:\n (i) a merger with a health care entity;\n (ii) an acquisition of one or more health care entities, including but\nnot limited to the assignment, sale, or other conveyance of assets,\nvoting securities, membership, or partnership interest or the transfer\nof control;\n (iii) an affiliation agreement or contract formed between a health\ncare entity and another person; or\n (iv) the formation of a partnership, joint venture, accountable care\norganization, parent organization, or management services organization\nfor the purpose of administering contracts with health plans,\nthird-party administrators, pharmacy benefit managers, or health care\nproviders as prescribed by the commissioner by regulation.\n (b) "Material transaction" shall not include a clinical affiliation of\nhealth care entities formed for the purpose of collaborating on clinical\ntrials or graduate medical education programs and shall not include any\ntransaction that is already subject to review under article\ntwenty-eight, thirty, thirty-six, forty, forty-four, forty-six,\nforty-six-A, or forty-six-B of this chapter. "Material transaction"\nshall not include a de minimis transaction, which shall mean for\npurposes of this article a transaction or a series of related\ntransactions which result in a health care entity increasing its total\ngross in-state revenues by less than twenty-five million dollars.\n