First Regular Session
Seventy-fifth General Assembly
STATE OF COLORADO
INTRODUCED
LLS NO. 25-0431.01 Josh Schultz x5486
SENATE BILL 25-198
Senate Committees House Committees
Health & Human Services
A BILL FOR AN ACT
C
ONCERNING TRANSPARENCY IN T RANSACTIONS INVOLVING MEDICAL101
CARE ENTITIES.102
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
SENATE SPONSORSHIP
Kipp and Weissman,
HOUSE SPONSORSHIP
Brown,
Shading denotes HOUSE amendment. Double underlining denotes SENATE amendment.
Capital letters or bold & italic numbers indicate new material to be added to existing law.
Dashes through the words or numbers indicate deletions from existing law. 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.
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:
! 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
SB25-198
-2- ! Allow the attorney general to make true copies of
documents that may be offered into evidence.
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.
Be it enacted by the General Assembly of the State of Colorado:1
SECTION 1. In Colorado Revised Statutes, repeal and reenact,2
with amendments, article 19 of title 6 as follows:3
ARTICLE 194
Transactions Involving Medical Entities5
6-19-101. Definitions. A
S USED IN THIS ARTICLE 19, UNLESS THE6
CONTEXT OTHERWISE REQUIRES :7
(1) (a) "A
CQUISITION" MEANS AN AGREEMENT, ARRANGEMENT, OR8
ACTIVITY, THE CONSUMMATION OF WHICH RESULTS IN A PERSON9
ACQUIRING DIRECTLY OR INDIRECTLY THE OWNERSHIP OR CONTROL OF10
ANOTHER PERSON.11
(b) "A
CQUISITION" INCLUDES:12
SB25-198-3- (I) ANY ACQUISITION OF THIRTY PERCENT OR MORE OF VOTING1
SECURITIES OR NONCORPORATE INTERESTS , INCLUDING ASSETS, CAPITAL,2
STOCK, MEMBERSHIP INTERESTS, OR EQUITY INTERESTS; OR3
(II) A
N ARRANGEMENT, WRITTEN OR ORAL, THAT INCLUDES THE4
SALE OF ANY AMOUNT OF VOTING SECURITIES OR NONCORPORATE5
INTERESTS THAT ALTERS VOTING CONTROL OF , RESPONSIBILITY FOR, OR6
CONTROL OF THE GOVERNING BODY OF A PERSON .7
(2) "C
HARITABLE PURPOSE" HAS THE MEANING SET FORTH IN8
SECTION 7-30-101.2.9
(3) (a) "C
ONTRACTING AFFILIATION" MEANS A RELATIONSHIP10
BETWEEN TWO OR MORE ENTITIES THAT PERMITS THE ENTITIES TO11
NEGOTIATE JOINTLY WITH INSURERS OR THIRD -PARTY ADMINISTRATORS12
OVER RATES FOR HEALTH-CARE SERVICES, LONG-TERM CARE SERVICES, OR13
VETERINARY SERVICES OR FOR ONE ENTITY TO NEGOTIATE ON BEHALF OF14
THE OTHER ENTITY WITH INSURERS OR THIRD -PARTY ADMINISTRATORS15
OVER RATES FOR HEALTH-CARE SERVICES, LONG-TERM CARE SERVICES, OR16
VETERINARY SERVICES.17
(b) "C
ONTRACTING AFFILIATION " DOES NOT INCLUDE18
ARRANGEMENTS AMONG ENTITIES UNDER COMMON OWNERSHIP .19
(4) "H
EALTH-CARE ENTITY" MEANS A CORPORATION ,20
PROFESSIONAL SERVICE CORPORATION , PARTNERSHIP, PROVIDER21
NETWORK, BUSINESS TRUST, ASSOCIATION, ORGANIZATION, FACILITY, OR22
OTHER ENTITY, WHETHER INCORPORATED OR NOT , THAT PROVIDES23
HEALTH-CARE SERVICES.24
(5) "H
EALTH-CARE SERVICES" MEANS SERVICES RELATING TO THE25
PREVENTION, CURE, OR TREATMENT OF AN ILLNESS, INJURY, CONDITION,26
OR DISEASE, INCLUDING MEDICAL, SURGICAL, CHIROPRACTIC, HOSPITAL,27
SB25-198
-4- OPTOMETRIC, PODIATRIC, DENTAL, PHARMACEUTICAL, AMBULANCE,1
MENTAL HEALTH, SUBSTANCE USE DISORDER, THERAPEUTIC, PREVENTIVE,2
DIAGNOSTIC, CURATIVE, REHABILITATIVE, PALLIATIVE, AND CUSTODIAL3
SERVICES.4
(6) "I
NSURER" MEANS AN ENTITY THAT MEETS THE DEFINITION OF:5
(a) "I
NSURER" PROVIDED IN SECTION 10-1-102 (13);6
(b) "C
ARRIER" PROVIDED IN SECTION 10-16-102 (8); OR7
(c) "C
ARRIER" PROVIDED IN SECTION 24-50-603 (2).8
(7) "L
ONG-TERM CARE" MEANS "LONG-TERM SERVICES AND9
SUPPORTS" AS DEFINED IN SECTION 25.5-6-1702 (10).10
(8) "L
ONG-TERM CARE ENTITY " MEANS A CORPORATION ,11
PROFESSIONAL SERVICE CORPORATION , PARTNERSHIP, PROVIDER12
NETWORK, BUSINESS TRUST, ASSOCIATION, ORGANIZATION, FACILITY, OR13
OTHER ENTITY, WHETHER INCORPORATED OR NOT , THAT PROVIDES14
LONG-TERM CARE.15
(9) (a) "M
ATERIAL CHANGE TRANSACTION " MEANS A MERGER,16
ACQUISITION, OR CONTRACTING AFFILIATION INVOLVING ONE OR MORE :17
(I) H
EALTH-CARE ENTITIES, LONG-TERM CARE ENTITIES, OR18
VETERINARY CARE ENTITIES;19
(II) E
NTITIES ORGANIZED OR CONTROLLED BY AN ENTITY LISTED20
IN SUBSECTION (9)(a)(I) OF THIS SECTION;21
(III) E
NTITIES THAT OWN, MANAGE, OR EXERCISE CONTROL OVER22
AN ENTITY LISTED IN SUBSECTION (9)(a)(I) OF THIS SECTION; OR23
(IV) E
NTITIES THAT REPRESENT OR ACT ON BEHALF OF AN ENTITY24
LISTED IN SUBSECTION (9)(a)(I) OF THIS SECTION IN CONTRACTING WITH25
INSURERS OR THIRD-PARTY ADMINISTRATORS.26
(b) A
SERIES OF TRANSACTIONS TAKING PLACE IN ANY FIVE-YEAR27
SB25-198
-5- PERIOD, WHICH TRANSACTIONS , IN THE AGGREGATE, RESULT IN THE1
TRANSFER OF OWNERSHIP OR CONTROL OF FIFTY PERCENT OR MORE OF A2
PERSON'S ASSETS, IS A MATERIAL CHANGE TRANSACTION .3
(10) (a) "M
ERGER" MEANS A CONSOLIDATION OF TWO OR MORE4
ORGANIZATIONS, INCLUDING TWO OR MORE ORGANIZATIONS JOINING5
THROUGH A COMMON PARENT ORGANIZATION OR TWO OR MORE6
ORGANIZATIONS FORMING A NEW ORGANIZATION .7
(b) "M
ERGER" DOES NOT INCLUDE A CORPORATE8
REORGANIZATION.9
(11) "T
HIRD-PARTY ADMINISTRATOR" MEANS AN ENTITY THAT10
ADMINISTERS PAYMENTS FOR HEALTH -CARE SERVICES ON BEHALF OF A11
CLIENT IN EXCHANGE FOR AN ADMINISTRATIVE FEE .12
(12) "V
ETERINARY CARE ENTITY " MEANS A CORPORATION ,13
PROFESSIONAL SERVICE CORPORATION , PARTNERSHIP, PROVIDER14
NETWORK, BUSINESS TRUST, ASSOCIATION, ORGANIZATION, FACILITY, OR15
OTHER ENTITY, WHETHER INCORPORATED OR NOT , THAT PROVIDES16
VETERINARY SERVICES.17
(13) "V
ETERINARY PROFESSIONAL" HAS THE MEANING SET FORTH18
IN SECTION 12-315-104 (21.5).19
(14) "V
ETERINARY SERVICES" MEANS SERVICES PROVIDED BY A20
VETERINARY PROFESSIONAL.21
6-19-102. Notice of material change transaction - form of22
notice - notice after modification of terms. (1) N
O LATER THAN SIXTY23
DAYS BEFORE THE EFFECTIVE DATE OF A MATERIAL CHANGE24
TRANSACTION, THE PARTIES TO THE MATERIAL CHANGE TRANSACTION25
SHALL SUBMIT WRITTEN NOTICE TO THE ATTORNEY GENERAL OF THE26
MATERIAL CHANGE TRANSACTION .27
SB25-198
-6- (2) FOR A MATERIAL CHANGE TRANSACTION THAT EITHER1
INVOLVES AN ENTITY WITH AN AVERAGE ANNUAL REVENUE OF AT LEAST2
EIGHTY MILLION DOLLARS OR WILL RESULT IN AN ENTITY PROJECTED TO3
HAVE AN AVERAGE ANNUAL REVENUE OF AT LEAST EIGHTY MILLION4
DOLLARS, WRITTEN NOTICE PROVIDED BY THE PARTIES AS REQUIRED BY5
SUBSECTION (1) OF THIS SECTION MUST INCLUDE:6
(a) T
HE PARTIES INVOLVED IN THE MATERIAL CHANGE7
TRANSACTION, INCLUDING THE NAMES , HEADQUARTERS BUSINESS8
ADDRESSES, AND WEBSITES OF ALL PARTIES, AND THE NAME, CURRENT9
HEADQUARTERS BUSINESS ADDRESS , AND WEBSITE OF ANY ULTIMATE10
PARENT ENTITIES OF THE PARTIES , AS DEFINED IN 16 CFR 801.1, AS11
ADOPTED ON NOVEMBER 12, 2024;12
(b) T
HE LEADERSHIP OF THE ENTITIES INVOLVED IN THE MATERIAL13
CHANGE TRANSACTION , INCLUDING ALL BOARD MEMBERS , MANAGING14
PARTNERS, MEMBER MANAGERS, AND OFFICERS;15
(c) T
HE SERVICES PROVIDED BY EACH ENTITY AND THE16
ATTRIBUTED REVENUE FOR EACH ENTITY BY LOCATION AND TYPE OF17
SERVICE;18
(d) T
HE PRIMARY SERVICE AREA FOR EACH LOCATION ;19
(e) T
HE PROPOSED SERVICE AREA FOR EACH LOCATION ;20
(f) T
HE CURRENT RELATIONSHIPS BETWEEN THE ENTITIES AND THE21
AFFECTED CARE OR SERVICE PROVIDERS , THE LOCATIONS OF AFFECTED22
CARE OR SERVICE PROVIDERS, THE SERVICES PROVIDED BY AFFECTED CARE23
OR SERVICE PROVIDERS, AND THE PROPOSED RELATIONSHIPS BETWEEN THE24
ENTITIES AND THE AFFECTED CARE OR SERVICE PROVIDERS ;25
(g) T
HE CURRENT CONTRACTUAL RELATIONSHIPS BETWEEN THE26
ENTITIES AND INSURERS OR THIRD-PARTY ADMINISTRATORS THAT PROVIDE27
SB25-198
-7- FOR COVERAGE OF HEALTH-CARE SERVICES, LONG-TERM CARE SERVICES,1
OR VETERINARY SERVICES AND THE PROPOSED RELATIONSHIPS BETWEEN2
THE ENTITIES AND THE AFFECTED INSURERS OR THIRD -PARTY3
ADMINISTRATORS;4
(h) T
HE AGREEMENT OR AGREEMENTS THAT GIVE RISE TO THE5
MATERIAL CHANGE TRANSACTION AND ALL RELATED AGREEMENTS ,6
INCLUDING LEASES, MANAGEMENT CONTRACTS , AND SERVICE CONTRACTS;7
(i) A
LL CONSIDERATION RELATED TO THE MATERIAL CHANGE8
TRANSACTION;9
(j) T
HE MARKETS IN WHICH THE ENTITIES EXPECT THE MATERIAL10
CHANGE TRANSACTION TO PRODUCE SYNERGIES OR OTHER COMPETITIVE11
ADVANTAGES;12
(k) P
OTENTIAL AREAS OF EXPANSION , WHETHER IN EXISTING13
MARKETS OR NEW MARKETS ;14
(l) A
NY PLANS TO CLOSE FACILITIES, REDUCE WORKFORCE , OR15
REDUCE OR ELIMINATE SERVICES;16
(m) T
HE NAMES, HEADQUARTERS BUSINESS ADDRESSES , AND17
WEBSITES OF BROKERS, EXPERTS, AND CONSULTANTS USED TO FACILITATE18
AND EVALUATE THE MATERIAL CHANGE TRANSACTION ;19
(n) T
HE NUMBER OF FULL-TIME EQUIVALENT POSITIONS AT EACH20
LOCATION BEFORE THE MATERIAL CHANGE TRANSACTION AND THE21
ANTICIPATED NUMBER OF FULL -TIME EQUIVALENT POSITIONS AT EACH22
LOCATION AFTER THE MATERIAL CHANGE TRANSACTION , INDICATED BY23
JOB CATEGORY, INCLUDING ADMINISTRATIVE AND CONTRACT POSITIONS ;24
(o) A
BRIEF DESCRIPTION OF THE NATURE AND PURPOSE OF EACH25
MATERIAL CHANGE TRANSACTION INVOLVING ONE OR MORE OF THE26
PARTIES THAT OCCURRED IN THE FIVE YEARS PRECEDING THE NOTICE ;27
SB25-198
-8- (p) A DESCRIPTION OF ANY COMPLAINTS , GRIEVANCES, OR1
DISPUTES INVOLVING ONE OR MORE OF THE PARTIES FILED WITH A STATE2
LICENSING OR OVERSIGHT ENTITY IN THE THREE YEARS PRECEDING THE3
NOTICE;4
(q) T
HE CURRENT GOVERNING DOCUMENTS FOR ALL ENTITIES5
INVOLVED IN THE MATERIAL CHANGE TRANSACTION AND ANY6
AMENDMENTS TO THE DOCUMENTS ;7
(r) A
NY EXPERT OR CONSULTANT REPORTS , ANALYSES,8
VALUATIONS, PROJECTIONS, OR MODELING CONDUCTED IN EVALUATING9
THE MATERIAL CHANGE TRANSACTION , INCLUDING ANY VALUATION OF10
THE ASSETS THAT ARE SUBJECT TO THE MATERIAL CHANGE TRANSACTION11
WITHIN THREE YEARS PRECEDING THE NOTICE AND ANY REPORTS BY12
APPRAISERS, ACCOUNTANTS, INVESTMENT BANKERS , ACTUARIES, AND13
OTHER EXPERTS;14
(s) F
OR A MATERIAL CHANGE TRANSACTION INVOLVING THE SALE ,15
LEASE, OR TRANSFER OF AT LEAST FORTY PERCENT OF A PARTY 'S ASSETS,16
VOTING SECURITIES, REVENUES, OR CONTROLLING INTERESTS TO ANOTHER17
PARTY:18
(I) A
FINANCIAL AND ECONOMIC ANALYSIS AND REPORT PREPARED19
BY AN INDEPENDENT EXPERT OR CONSULTANT CONCERNING THE EFFECTS20
OF THE MATERIAL CHANGE TRANSACTION ; AND21
(II) A
N IMPACT ANALYSIS REPORT PREPARED BY AN INDEPENDENT22
EXPERT OR CONSULTANT CONCERNING THE EFFECTS OF THE MATERIAL23
CHANGE TRANSACTION ON COMMUNITIES AND THE WORKFORCE ,24
INCLUDING ANY CHANGES IN AVAILABILITY OR ACCESSIBILITY OF25
SERVICES;26
(t) A
CERTIFICATION SWORN UNDER OATH BY EACH BOARD27
SB25-198
-9- MEMBER AND CHIEF EXECUTIVE OFFICER FOR ANY NONPROFIT ENTITY1
INVOLVED IN THE MATERIAL CHANGE TRANSACTION CONTAINING THE2
FOLLOWING:3
(I) A
N EXPLANATION OF HOW THE MATERIAL CHANGE4
TRANSACTION IS IN THE PUBLIC INTEREST , WHICH EXPLANATION5
ADDRESSES THE FACTORS IN SECTION 6-19-104 (1), AND ANY CHANGE TO6
AN ENTITY'S CHARITABLE PURPOSE THAT MAY RESULT FROM THE7
MATERIAL CHANGE TRANSACTION ;8
(II) A
DISCLOSURE OF EACH DECLARANT 'S COMPENSATION AND9
BENEFITS RELATING TO THE MATERIAL CHANGE TRANSACTION FOR THE10
THREE YEARS FOLLOWING THE MATERIAL CHANGE TRANSACTION 'S11
ANTICIPATED COMPLETION DATE ; AND12
(III) A
DISCLOSURE OF ANY CONFLICTS OF INTEREST ;13
(u) W
HERE APPLICABLE, IDENTIFICATION OF ANY ASSETS SUBJECT14
TO THE MATERIAL CHANGE TRANSACTION THAT ARE CURRENTLY USED FOR15
A CHARITABLE PURPOSE, ALL DOCUMENTS REFLECTING THE CHARITABLE16
PURPOSES OF ANY ENTITY I NVOLVED IN THE MATERIAL CHANGE17
TRANSACTION, AND A DESCRIPTION OF ANY CHANGE TO THE CHARITABLE18
PURPOSES FOR WHICH AN ASSET IS CURRENTLY USED THAT WILL RESULT19
FROM THE MATERIAL CHANGE TRANSACTION ;20
(v) A
UDITED AND UNAUDITED FINANCIAL STATEMENTS FROM ALL21
PARTIES INVOLVED IN THE MATERIAL CHANGE TRANSACTION AND TAX22
FILINGS FOR ALL ENTITIES INVOLVED IN THE MATERIAL CHANGE23
TRANSACTION COVERING THE PRECEDING FIVE FISCAL YEARS ;24
(w) A
CERTIFICATION THAT THE PARTIES WILL MAKE A NOTICE OF25
THE MATERIAL CHANGE TRANSACTION AVAILABLE ON A PUBLIC WEBSITE26
WITHIN SEVEN DAYS AFTER THE NOTIFICATION TO THE ATTORNEY27
SB25-198
-10- GENERAL; AND1
(x) A
NY OTHER INFORMATION RELEVANT TO EVALUATING THE2
MATERIAL CHANGE TRANSACTION THAT IS REQUESTED BY THE ATTORNEY3
GENERAL.4
(3) F
OR A MATERIAL CHANGE TRANSACTION THAT IS NOT COVERED5
BY SUBSECTION (2) OF THIS SECTION, AND THAT EITHER INVOLVES AN6
ENTITY WITH AN AVERAGE ANNUAL REVENUE OF AT LEAST THIRTY7
MILLION DOLLARS OR WILL RESULT IN AN ENTITY PROJECTED TO HAVE AN8
AVERAGE ANNUAL REVENUE OF AT LEAST THIRTY MILLION DOLLARS ,9
WRITTEN NOTICE PROVIDED BY THE PARTIES AS REQUIRED BY SUBSECTION10
(1)
OF THIS SECTION MUST INCLUDE:11
(a) T
HE PARTIES INVOLVED IN THE MATERIAL CHANGE12
TRANSACTION, INCLUDING THE NAMES , HEADQUARTERS BUSINESS13
ADDRESSES, AND WEBSITES OF ALL PARTIES, AND THE NAME, CURRENT14
HEADQUARTERS BUSINESS ADDRESS , AND WEBSITE OF ANY ULTIMATE15
PARENT ENTITIES OF THE PARTIES , AS DEFINED IN 16 CFR 801.1, AS16
ADOPTED ON NOVEMBER 12, 2024;17
(b) T
HE LEADERSHIP OF THE ENTITIES INVOLVED IN THE MATERIAL18
CHANGE TRANSACTION , INCLUDING ALL BOARD MEMBERS , MANAGING19
PARTNERS, MEMBER MANAGERS, AND OFFICERS;20
(c) T
HE SERVICES PROVIDED BY EACH ENTITY AND THE21
ATTRIBUTED REVENUE FOR EACH ENTITY BY LOCATION AND TYPE OF22
SERVICE;23
(d) T
HE CURRENT CONTRACTUAL RELATIONSHIPS BETWEEN THE24
ENTITIES AND INSURERS OR THIRD-PARTY ADMINISTRATORS THAT PROVIDE25
FOR COVERAGE OF HEALTH-CARE SERVICES, LONG-TERM CARE SERVICES,26
OR VETERINARY SERVICES AND THE PROPOSED RELATIONSHIPS BETWEEN27
SB25-198
-11- THE ENTITIES AND THE AFFECTED INSURERS OR THIRD -PARTY1
ADMINISTRATORS;2
(e) T
HE AGREEMENT OR AGREEMENTS THAT GIVE RISE TO THE3
MATERIAL CHANGE TRANSACTION AND ALL RELATED AGREEMENTS ,4
INCLUDING LEASES, MANAGEMENT CONTRACTS , AND SERVICE CONTRACTS;5
(f) T
HE MARKETS IN WHICH THE ENTITIES EXPECT THE MATERIAL6
CHANGE TRANSACTION TO PRODUCE SYNERGIES OR OTHER COMPETITIVE7
ADVANTAGES;8
(g) P
OTENTIAL AREAS OF EXPANSION , WHETHER IN EXISTING9
MARKETS OR NEW MARKETS ;10
(h) A
NY PLANS TO CLOSE FACILITIES, REDUCE WORKFORCE, OR11
REDUCE OR ELIMINATE SERVICES;12
(i) T
HE NUMBER OF FULL-TIME EQUIVALENT POSITIONS AT EACH13
LOCATION BEFORE THE MATERIAL CHANGE TRANSACTION AND THE14
ANTICIPATED NUMBER OF FULL -TIME EQUIVALENT POSITIONS AT EACH15
LOCATION AFTER THE MATERIAL CHANGE TRANSACTION , INDICATED BY16
JOB CATEGORY, INCLUDING ADMINISTRATIVE AND CONTRACT POSITIONS ;17
(j) A
BRIEF DESCRIPTION OF THE NATURE AND PURPOSE OF THE18
PROPOSED MATERIAL CHANGE TRANSACTION , INCLUDING THE NUMBER OF19
INDIVIDUAL PROVIDERS OF HEALTH-CARE SERVICES, LONG-TERM CARE, OR20
VETERINARY SERVICES AFFECTED ;21
(k) A
BRIEF DESCRIPTION OF THE NATURE AND PURPOSE OF EACH22
MATERIAL CHANGE TRANSACTION THAT INVOLVES ONE OR MORE OF THE23
PARTIES AND THAT OCCURRED IN THE FIVE YEARS PRECEDING THE NOTICE ;24
(l) A
LL DOCUMENTS REFLECTING THE CHARITABLE PURPOSES OF25
ANY PARTY TO THE MATERIAL CHANGE TRANSACTION , AND A DESCRIPTION26
OF ANY CHANGE TO CHARITABLE PURPOSES THAT WILL RESULT FROM THE27
SB25-198
-12- MATERIAL CHANGE TRANSACTION ;1
(m) A
CERTIFICATION THAT THE PARTIES WILL MAKE A NOTICE OF2
THE MATERIAL CHANGE TRANSACTION AVAILABLE ON A PUBLIC WEBSITE3
WITHIN SEVEN DAYS AFTER THE NOTIFICATION TO THE ATTORNEY4
GENERAL, OR A CERTIFICATION THAT NO PARTY INVOLVED IN THE5
MATERIAL CHANGE TRANSACTION MAINTAINS A PUBLIC WEBSITE WHERE6
SUCH NOTICE COULD BE MADE AVAILABLE ; AND7
(n) T
HE ANTICIPATED EFFECTIVE DATE OF THE PROPOSED8
MATERIAL CHANGE TRANSACTION .9
(4) F
OR A MATERIAL CHANGE TRANSACTION THAT IS NOT COVERED10
BY SUBSECTION (2) OR (3) OF THIS SECTION, WRITTEN NOTICE PROVIDED BY11
THE PARTIES AS REQUIRED BY SUBSECTION (1) OF THIS SECTION MUST12
INCLUDE:13
(a) T
HE NAMES, HEADQUARTERS BUSINESS ADDRESSES , AND14
WEBSITES OF ALL PARTIES TO THE MATERIAL CHANGE TRANSACTION ;15
(b) T
HE NAMES AND CONTACT INFORMATION OF ALL OWNERS ,16
DIRECTORS, AND OFFICERS OF ALL PARTIES TO THE MATERIAL CHANGE17
TRANSACTION;18
(c) I
DENTIFICATION OF ALL LOCATIONS WHERE HEALTH -CARE19
SERVICES, LONG-TERM CARE SERVICES, OR VETERINARY SERVICES ARE20
CURRENTLY PROVIDED BY EACH PARTY AND THE TYPE OF SERVICES21
PROVIDED AT EACH LOCATION;22
(d) A
BRIEF DESCRIPTION OF THE NATURE AND PURPOSE OF THE23
PROPOSED MATERIAL CHANGE TRANSACTION , INCLUDING THE NUMBER OF24
INDIVIDUAL PROVIDERS OF HEALTH-CARE SERVICES, LONG-TERM CARE, OR25
VETERINARY SERVICES AFFECTED ;26
(e) A
BRIEF DESCRIPTION OF THE NATURE AND PURPOSE OF EACH27
SB25-198
-13- MATERIAL CHANGE TRANSACTION THAT INVOLVES ONE OR MORE OF THE1
PARTIES AND THAT OCCURRED IN THE FIVE YEARS PRECEDING THE NOTICE ;2
(f) A
LL DOCUMENTS REFLECTING THE CHARITABLE PURPOSES OF3
ANY PARTY TO THE MATERIAL CHANGE TRANSACTION , AND A DESCRIPTION4
OF ANY CHANGE TO THE CHARITABLE PURPOSES THAT WILL RESULT FROM5
THE MATERIAL CHANGE TRANSACTION ;6
(g) A
CERTIFICATION THAT THE PARTIES WILL MAKE A NOTICE OF7
THE MATERIAL CHANGE TRANSACTION AVAILABLE ON A PUBLIC WEBSITE8
WITHIN SEVEN DAYS AFTER THE NOTIFICATION TO THE ATTORNEY9
GENERAL OR THAT NO ENTITY INVOLVED IN THE MATERIAL CHANGE10
TRANSACTION MAINTAINS A PUBLIC WEBSITE WHERE SUCH NOTICE COULD11
BE MADE AVAILABLE; AND12
(h) T
HE ANTICIPATED EFFECTIVE DATE OF THE PROPOSED13
MATERIAL CHANGE TRANSACTION .14
(5) A
TRANSACTION OR OTHER DEVICE ENTERED INTO OR15
EMPLOYED FOR THE PURPOSE OF AVOIDING THE OBLIGATION TO COMPLY16
WITH THIS SECTION IS VOID, AND WHETHER THE PARTIES MUST COMPLY17
WITH SUBSECTION (2), (3), OR (4) OF THIS SECTION IS DETERMINED BY18
APPLYING THIS ARTICLE 19 AND ANY ASSOCIATED RULES TO THE19
SUBSTANCE OF THE MATERIAL CHANGE TRANSACTION .20
(6) A
PARTY TO A MATERIAL CHANGE TRANSACTION MAY REQUEST21
THAT THE ATTORNEY GENERAL SUBJECT THE MATERIAL CHANGE22
TRANSACTION TO A DIFFERENT CATEGORY OF NOTICE REQUIREMENT , AS23
DESCRIBED IN SUBSECTIONS (2), (3), AND (4) OF THIS SECTION, FROM THE24
NOTICE REQUIREMENT THAT APPLIES DUE TO THE AVERAGE ANNUAL25
REVENUE CLASSIFICATION OF THE MATERIAL CHANGE TRANSACTION . THE26
ATTORNEY GENERAL MAY GRANT THE PARTY 'S REQUEST IF THE ATTORNEY27
SB25-198
-14- GENERAL DETERMINES THAT THE REQUEST IS IN THE PUBLIC INTEREST .1
(7) I
F THE TERMS OF A MATERIAL CHANGE TRANSACTION ARE2
ALTERED OR MODIFIED FOLLOWING THE SUBMISSION OF A WRITTEN NOTICE3
PURSUANT TO THIS SECTION, THE PARTIES SHALL PROVIDE NOTICE TO THE4
ATTORNEY GENERAL OF THE ALTERATION OR MODIFICATION , INCLUDING5
NEW COPIES OF THE INFORMATION REQUIRED UNDER THIS SECTION THAT6
IS SUBJECT TO ALTERATION OR MODIFICATION .7
(8) N
OTWITHSTANDING ANY PROVISION OF THIS SECTION TO THE8
CONTRARY, THE ATTORNEY GENERAL MAY WAIVE ALL OR PART OF THE9
DISCLOSURE REQUIREMENTS DESCRIBED IN THIS SECTION .10
(9) N
OTHING IN THIS ARTICLE 19 PROHIBITS THE PARTIES TO A11
MATERIAL CHANGE TRANSACTION FROM VOLUNTARILY PROVIDING12
INFORMATION TO THE ATTORNEY GENERAL .13
6-19-103. Requests for additional information - failure to14
comply - admissibility - rules. (1) F
OLLOWING THE RECEIPT OF NOTICE15
OF A PROPOSED MATERIAL CHANGE TRANSACTION PURSUANT TO SECTION16
6-19-102,
THE ATTORNEY GENERAL MAY :17
(a) R
EQUIRE A PERSON, UNDER OATH OR OTHERWISE AND ON18
FORMS PRESCRIBED BY THE ATTORNEY GENERAL , TO FILE A STATEMENT OR19
REPORT IN WRITING ANSWERING, OR TO ANSWER IN WRITING, QUESTIONS20
PROPOUNDED BY THE ATTORNEY GENERAL AS TO THE FACTS AND21
CIRCUMSTANCES REASONABLY RELATED TO AN ALLEGED OR POTENTIAL22
VIOLATION OF THIS ARTICLE 19 AND TO PROVIDE OTHER DATA AND23
INFORMATION THE ATTORNEY GENERAL REASONABLY DEEMS NECESSARY ;24
(b) I
SSUE SUBPOENAS TO REQUIRE THE ATTENDANCE OF WITNESSES25
OR THE PRODUCTION OF RELEVANT DOCUMENTS , ADMINISTER OATHS,26
CONDUCT HEARINGS IN AID OF AN INVESTIGATION OR INQUIRY , AND27
SB25-198
-15- PRESCRIBE FORMS AND ADOPT RULES AS MAY REASONABLY BE DEEMED1
NECESSARY TO ADMINISTER THIS SECTION ; AND2
(c) M
AKE TRUE COPIES, AT THE EXPENSE OF THE ATTORNEY3
GENERAL, OF ANY DOCUMENTS EXAMINED PURSUANT TO SUBSECTION4
(1)(b)
OF THIS SECTION, WHICH COPIES MAY BE OFFERED INTO EVIDENCE5
IN LIEU OF THE ORIGINALS IN A CIVIL ACTION BROUGHT PURSUANT TO THIS6
ARTICLE 19. THE PERSON PRODUCING THE DOCUMENTS MAY REQUIRE THAT7
THE ATTORNEY GENERAL MAKE COPIES OF THE DOCUMENTS . IF THE8
ATTORNEY GENERAL DETERMINES THE USE OF ORIGINALS IS NECESSARY ,9
THE ATTORNEY GENERAL SHALL PAY TO HAVE COPIES OF THOSE10
DOCUMENTS MADE FOR USE BY TH E PERSON PRODUCING THE DOCUMENTS .11
(2) S
ERVICE OF A REQUEST FOR INFORMATION OR SUBPOENA12
PURSUANT TO THIS SECTION MUST BE MADE IN THE MANNER PRESCRIBED13
BY LAW.14
(3) I
F A PERSON FAILS TO APPEAR OR FAILS TO COOPERATE WITH AN15
INVESTIGATION OR INQUIRY MADE OR A SUBPOENA ISSUED PURSUANT TO16
THIS SECTION, THE ATTORNEY GENERAL MAY APPLY TO A DISTRICT COURT17
FOR AN APPROPRIATE ORDER TO EFFECT THE PURPOSES OF THIS ARTICLE18
19.
THE APPLICATION MUST STATE THAT THERE IS REASONABLE CAUSE TO19
BELIEVE THAT THE ORDER APPLIED FOR IS NECESSARY TO ENFORCE THIS20
ARTICLE 19. IF THE COURT IS SATISFIED THAT REASONABLE CAUSE EXISTS ,21
THE COURT MAY:22
(a) R
EQUIRE THE ATTENDANCE OF , OR THE PRODUCTION OF23
DOCUMENTS BY, THE PERSON, OR BOTH;24
(b) A
SSESS A CIVIL PENALTY OF UP TO FIVE THOUSAND DOLLARS25
FOR THE FAILURE TO APPEAR AND ANSWER QUESTIONS , WRITTEN OR26
OTHERWISE, OR THE FAILURE TO PRODUCE DOCUMENTS , UNLESS THE27
SB25-198
-16- COURT FINDS THAT THE FAILURE TO APPEAR , TO ANSWER QUESTIONS, OR1
TO PRODUCE DOCUMENTS WAS SUBSTANTIALLY JUSTIFIED OR THAT OTHER2
CIRCUMSTANCES MAKE AN ASSESSMENT OF A CIVIL PENALTY UNJUST ;3
(c) A
WARD THE ATTORNEY GENERAL REASONABLE COSTS AND4
ATTORNEY FEES IN MAKING THE APPLICATION , UNLESS THE COURT FINDS5
THAT THE FAILURE TO APPEAR, TO ANSWER QUESTIONS, OR TO PRODUCE6
DOCUMENTS WAS SUBSTANTIALLY JUSTIFIED OR THAT OTHER7
CIRCUMSTANCES MAKE AN AWARD OF COSTS AND ATTORNEY FEES UNJUST ;8
(d) E
NTER A PROTECTIVE ORDER AS PROVIDED FOR IN THE9
C
OLORADO RULES OF CIVIL PROCEDURE ; AND10
(e) G
RANT OTHER OR FURTHER RELIEF AS MAY BE NECESSARY TO11
OBTAIN COMPLIANCE BY THE PERSON .12
(4) M
ATERIALS PROVIDED TO THE ATTORNEY GENERAL PURSUANT13
TO THIS SECTION AND ANY OTHER WRITTEN RESPONSE , TESTIMONY, OR14
DOCUMENTS OBTAINED BY THE ATTORNEY GENERAL PURSUANT TO THIS15
SECTION, OR INFORMATION DERIVED DIRECTLY OR INDIRECTLY FROM THE16
WRITTEN RESPONSE, TESTIMONY, OR DOCUMENTS, ARE NOT ADMISSIBLE IN17
EVIDENCE IN A CRIMINAL PROSECUTION AGAINST THE PERSON PROVIDING18
THE WRITTEN RESPONSE, TESTIMONY, OR DOCUMENTS. THIS ARTICLE 1919
DOES NOT PREVENT A LAW ENFORCEMENT OFFICER FROM PRODUCING OR20
OBTAINING THE SAME OR SIMILAR FACTS, INFORMATION, OR EVIDENCE FOR21
USE IN A CRIMINAL PROSECUTION, SO LONG AS THE LAW ENFORCEMENT22
OFFICER HAS AN INDEPENDENT BASIS FOR DOING SO .23
(5) N
OTHING IN THIS SECTION PROHIBITS THE ATTORNEY GENERAL24
FROM DISCLOSING INFORMATION OBTAINED PURSUANT TO THIS ARTICLE 1925
TO ANOTHER LAW ENFORCEMENT AGENCY , A DEPARTMENT OF A26
GOVERNMENTAL OR PUBLIC ENTITY OF THIS OR ANOTHER STATE , OR THE27
SB25-198
-17- FEDERAL GOVERNMENT TO ASSIST WITH AN ONGOING INVESTIGATION AND1
IF THE OTHER LAW ENFORCEMENT AGENCY OR DEPARTMENT EXECUTES AN2
AGREEMENT STATING THAT THE INFORMATION WILL REMAIN3
CONFIDENTIAL AND WILL NOT BE ADMITTED AS EVIDENCE IN A CRIMINAL4
PROSECUTION AGAINST THE PERSON PROVIDING THE WRITTEN RESPONSE ,5
TESTIMONY, OR DOCUMENTS.6
(6) N
OTICES PROVIDED PURSUANT TO SECTION 6-19-102 AND ANY7
ADDITIONAL INFORMATION RECEIVED PURSUANT TO THIS SECTION ARE8
INVESTIGATIVE RECORDS . THE ATTORNEY GENERAL MAY DEEM9
INVESTIGATIVE RECORDS OR RECORDS REGARDING INTELLIGENCE10
INFORMATION OBTAINED UNDER THIS ARTICLE 19 PUBLIC RECORDS11
SUBJECT TO PUBLIC INSPECTION IN ACCORDANCE WITH THE "COLORADO12
O
PEN RECORDS ACT", PART 2 OF ARTICLE 72 OF TITLE 24.13
(7) N
OTHING IN THIS SECTION PREVENTS OR LIMITS THE ATTORNEY14
GENERAL'S AUTHORITY TO ISSUE PUBLIC STATEMENTS DESCRIBING OR15
WARNING OF CONDUCT THAT VIOLATES THIS ARTICLE 19, OR ANOTHER16
ARTICLE OF THIS TITLE 6, REGARDLESS OF WHETHER THE PUBLIC17
STATEMENTS ARE MADE ON A LOCAL , STATEWIDE, REGIONAL, OR18
NATIONWIDE BASIS.19
6-19-104. Assessment of proposed material change transaction20
by the attorney general - prohibition of proposed material change21
transaction that is contrary to the public interest - appeal of22
assessment - enforcement. (1) T
HE ATTORNEY GENERAL MAY REVIEW A23
NOTICE PROVIDED PURSUANT TO SECTION 6-19-102. IF THE ATTORNEY24
GENERAL REVIEWS SUCH A NOTICE, THE ATTORNEY GENERAL MAY ASSESS25
WHETHER THE PROPOSED MATERIAL CHANGE TRANSACTION IS CONTRARY26
TO THE PUBLIC INTEREST. AN ASSESSMENT BY THE ATTORNEY GENERAL27
SB25-198
-18- MUST CONSIDER WHETHER THE MATERIAL CHANGE TRANSACTION WILL :1
(a) H
ARM PUBLIC HEALTH, INCLUDING BY REDUCING AVAILABLE2
SERVICES, WORKFORCE, OR HEALTH OUTCOMES;3
(b) R
EDUCE THE AFFECTED COMMUNITY 'S CONTINUED ACCESS TO4
AFFORDABLE AND QUALITY CARE AND TO THE RANGE OF SERVICES5
HISTORICALLY PROVIDED BY THE ENTITIES OR WILL PREVENT MEMBERS IN6
THE AFFECTED COMMUNITY FROM RECEIVING A COMPARABLE OR BETTER7
PATIENT EXPERIENCE;8
(c) H
AVE A DETRIMENTAL IMPACT ON COMPETING HEALTH -CARE9
OPTIONS WITHIN PRIMARY AND DISPERSED SERVICE AREAS ;10
(d) R
EDUCE DELIVERY OF HEALTH CARE TO DISADVANTAGED ,11
UNINSURED, UNDERINSURED, AND UNDERSERVED POPULATIONS AND TO12
POPULATIONS ENROLLED IN PUBLIC HEALTH -CARE PROGRAMS;13
(e) H
AVE A SUBSTANTIAL NEGATIVE IMPACT ON MEDICAL14
EDUCATION AND TEACHING PROGRAMS , HEALTH-CARE WORKFORCE15
TRAINING, OR MEDICAL RESEARCH;16
(f) H
AVE A NEGATIVE IMPACT ON THE MARKETS FOR :17
(I) H
EALTH-CARE SERVICES, LONG-TERM CARE SERVICES, OR18
VETERINARY SERVICES;19
(II) S
ERVICES PROVIDED BY INSURERS; OR20
(III) W
ORKERS HIRED OR CONTRACTED TO PROVIDE HEALTH -CARE21
SERVICES, LONG-TERM CARE SERVICES, OR VETERINARY CARE SERVICES;22
(g) I
NCREASE HEALTH-CARE, LONG-TERM CARE, OR VETERINARY23
CARE COSTS FOR PATIENTS;24
(h) R
EDUCE BILLING TRANSPARENCY OR INCREASE THE RISK OF25
UNFAIR, DECEPTIVE, OR ABUSIVE BILLING PRACTICES;26
(i) A
DVERSELY IMPACT PROVIDER COST TRENDS AND27
SB25-198
-19- CONTAINMENT OF TOTAL HEALTH -CARE SPENDING;1
(j) H
AVE A NEGATIVE IMPACT ON WAGES PAID BY, OR THE NUMBER2
OF EMPLOYEES EMPLOYED BY , A HEALTH-CARE, LONG-TERM CARE, OR3
VETERINARY CARE ENTITY INVOLVED IN A MATERIAL CHANGE4
TRANSACTION;5
(k) H
AVE A NEGATIVE IMPACT ON WAGES , COLLECTIVE6
BARGAINING UNITS, AND COLLECTIVE BARGAINING AGREEMENTS OF7
EXISTING OR FUTURE WORKERS EMPLOYED BY A HEALTH -CARE,8
LONG-TERM CARE, OR VETERINARY CARE ENTITY INVOLVED IN A MATERIAL9
CHANGE TRANSACTION;10
(l) F
AIL TO ENSURE THAT, IF ASSETS CURRENTLY USED FOR A11
CHARITABLE PURPOSE WILL NO LONGER BE SUBJECT TO A CHARITABLE12
PURPOSE, APPROPRIATE STEPS ARE TAKEN TO SAFEGUARD THE VALUE OF13
THE ASSETS AND TO ENSURE THAT ANY PROCEEDS OF THE MATERIAL14
CHANGE TRANSACTION ARE DEDICATED TO THE CHARITABLE PURPOSES15
FOR WHICH THE ASSETS ARE CURRENTLY USED ; OR16
(m) R
ESULT IN A DIRECTOR, OFFICER OF THE BOARD, CHIEF17
EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, OR CHIEF FINANCIAL18
OFFICER OF A NONPROFIT ENTITY THAT WILL EXPERIENCE A CHANGE IN19
CHARITABLE PURPOSE AS A RESULT OF THE MATERIAL CHANGE20
TRANSACTION, OR A NONPROFIT CHARITABLE ORGANIZATION RECEIVING21
THE PROCEEDS OF THE MATERIAL CHANGE TRANSACTION , BENEFITTING22
DIRECTLY OR INDIRECTLY FROM THE TRANSACTION .23
(2) (a) T
HE ATTORNEY GENERAL MAY ISSUE A WRITTEN24
ASSESSMENT, BASED ON THE FACTS AND EVIDENCE AVAILABLE , THAT:25
(I) A
FORMAL ASSESSMENT AND REVIEW ARE NOT NECESSARY FOR26
THE MATERIAL CHANGE TRANSACTION OR THAT THE NOTICED CHANGE27
SB25-198
-20- DOES NOT CONSTITUTE A MATERIAL CHANGE TRANSACTION ;1
(II) T
HE MATERIAL CHANGE TRANSACTION IS NOT LIKELY TO BE2
CONTRARY TO THE PUBLIC INTEREST ; OR3
(III) T
HE MATERIAL CHANGE TRANSACTION IS CONTRARY TO THE4
PUBLIC INTEREST.5
(b) T
HE ATTORNEY GENERAL SHALL INCLUDE IN AN ASSESSMENT6
SPECIFIC FINDINGS ON EACH OF THE FACTORS PROVIDED IN SUBSECTION (1)7
OF THIS SECTION OR OTHER FACTORS CONSIDERED THAT WERE RELEVANT8
TO THE ATTORNEY GENERAL 'S ASSESSMENT.9
(3) T
HE ATTORNEY GENERAL MAY ISSUE AN ASSESSMENT10
PURSUANT TO SUBSECTION (2)(a)(I) OR (2)(a)(II) OF THIS SECTION SUBJECT11
TO THE AGREEMENT OF THE PARTIES TO CONDITIONS THAT THE ATTORNEY12
GENERAL DEEMS NECESSARY TO PREVENT THE OUTCOMES DESCRIBED IN13
SUBSECTION (1) OF THIS SECTION.14
(4) T
HE ATTORNEY GENERAL, AT ANY POINT IN THEIR REVIEW OF15
A MATERIAL CHANGE TRANSACTION UNDER THIS ARTICLE 19, MAY16
CONVERT THEIR INVESTIGATION OF THE MATERIAL CHANGE TRANSACTION17
TO AN INVESTIGATION UNDER THE "COLORADO STATE ANTITRUST ACT OF18
2023",
ARTICLE 4 OF THIS TITLE 6, WITH ALL POWERS, AUTHORITIES, AND19
REMEDIES AVAILABLE UNDER THAT ACT .20
(5) A
N ASSESSMENT ISSUED PURSUANT TO SUBSECTION (2) OF THIS21
SECTION IS NOT EFFECTIVE IF THE TERMS OF THE MATERIAL CHANGE22
TRANSACTION ARE ALTERED OR MODIFIED AFTER THE ATTORNEY GENERAL23
ISSUES THE ASSESSMENT. IF THE PARTIES TO A MATERIAL CHANGE24
TRANSACTION ALTER OR MODIFY THE TERMS OF THE MATERIAL CHANGE25
TRANSACTION FOLLOWING ISSUANCE OF THE ASSESSMENT , THE PARTIES26
SHALL NOT INSTITUTE OR MAKE EFFECTIVE THE MATERIAL CHANGE27
SB25-198
-21- TRANSACTION UNTIL THE ATTORNEY GENERAL HAS :1
(a) R
ECEIVED NOTICE AND UPDATED INFORMATION IN COMPLIANCE2
WITH SECTION 6-19-102 (7) OR WAIVED THE REQUIREMENT FOR THE3
NOTICE AND UPDATED INFORMATION PURSUANT TO SECTION 6-19-102 (8);4
AND5
(b) R
ENEWED THE PRIOR ASSESSMENT OR ISSUED A NEW6
ASSESSMENT PURSUANT TO SUBSECTION (2) OF THIS SECTION ON THE BASIS7
OF THE UPDATED INFORMATION .8
(6) (a) P
ARTIES TO A MATERIAL CHANGE TRANSACTION MAY9
COMMENCE AN ACTION FOR JUDICIAL REVIEW IN THE DISTRICT COURT FOR10
THE CITY AND COUNTY OF DENVER WITHIN THIRTY-FIVE DAYS AFTER AN11
ASSESSMENT IS ISSUED PURSUANT TO SUBSECTION (2) OF THIS SECTION.12
(b) I
F A PARTY TO A MATERIAL CHANGE TRANSACTION SEEKS13
JUDICIAL REVIEW, THE REVIEWING COURT SHALL AFFIRM THE ATTORNEY14
GENERAL'S ASSESSMENT UNLESS THE PERSON SEEKING JUDICIAL REVIEW15
PROVES, BY A PREPONDERANCE OF THE EVIDENCE , THAT THE ATTORNEY16
GENERAL'S ASSESSMENT IS:17
(I) A
RBITRARY OR CAPRICIOUS;18
(II) A
DENIAL OF A STATUTORY RIGHT;19
(III) C
ONTRARY TO A CONSTITUTIONAL RIGHT , POWER, PRIVILEGE,20
OR IMMUNITY;21
(IV) I
N EXCESS OF STATUTORY JURISDICTION , AUTHORITY,22
PURPOSE, OR LIMITATION;23
(V) N
OT IN ACCORD WITH THE PROCEDURES OR PROCEDURAL24
LIMITATIONS OF THIS ARTICLE 19 OR OTHERWISE REQUIRED BY LAW ;25
(VI) A
N ABUSE OR CLEARLY UNWARRANTED EXERCISE OF26
DISCRETION;27
SB25-198
-22- (VII) BASED UPON FINDINGS OF FACT THAT ARE CLEARLY1
ERRONEOUS ON THE WHOLE RECORD ;2
(VIII) U
NSUPPORTED BY SUBSTANTIAL EVIDENCE WHEN THE3
RECORD IS CONSIDERED AS A WHOLE ; OR4
(IX) O
THERWISE CONTRARY TO LAW .5
(c) T
HE COMPLAINT MADE PURSUANT TO THIS SUBSECTION (6)6
MUST STATE THE FACTS UPON WHICH THE PLAINTIFF BASES THE CLAIM7
THAT THE ATTORNEY GENERAL'S ASSESSMENT IS UNLAWFUL, THE REASONS8
ENTITLING THE PLAINTIFF TO RELIEF, AND THE RELIEF THAT THEY SEEK.9
(d) T
HE REVIEWING COURT MAY ISSUE ANY ORDER NECESSARY TO10
ENSURE THAT THE MATERIAL CHANGE TRANSACTION IS NOT CONTRARY TO11
THE PUBLIC INTEREST.12
(7) A
PARTY TO A MATERIAL CHANGE TRANSACTION SHALL NOT13
INSTITUTE OR MAKE EFFECTIVE THE MATERIAL CHANGE TRANSACTION14
UNTIL:15
(a) T
HE ATTORNEY GENERAL STATES , PURSUANT TO SUBSECTION16
(2)(a)(I)
OF THIS SECTION, THAT A FORMAL ASSESSMENT AND REVIEW ARE17
NOT NECESSARY OR THAT THE NOTICED CHANGE IS NOT A MATERIAL18
CHANGE TRANSACTION;19
(b) T
HE ATTORNEY GENERAL ISSUES AN ASSESSMENT THAT THE20
MATERIAL CHANGE TRANSACTION IS NOT LIKELY TO BE CONTRARY TO THE21
PUBLIC INTEREST PURSUANT SUBSECTION (2)(a)(II) OF THIS SECTION;22
(c) A
COURT:23
(I) A
FFIRMS THE ATTORNEY GENERAL'S ASSESSMENT PURSUANT TO24
SUBSECTION (6)(b) OF THIS SECTION THAT THE MATERIAL CHANGE25
TRANSACTION IS NOT LIKELY TO BE CONTRARY TO THE PUBLIC INTEREST ;26
OR27
SB25-198
-23- (II) FINDS THAT THE MATERIAL CHANGE TRANSACTION IS NOT1
LIKELY TO BE CONTRARY TO THE PUBLIC INTEREST ;2
(d) N
INETY DAYS HAVE ELAPSED SINCE THE PARTIES TO THE3
MATERIAL CHANGE TRANSACTION LAST SUBMITTED WRITTEN NOTICE TO4
THE ATTORNEY GENERAL OF THE MATERIAL CHANGE TRANSACTION5
PURSUANT TO SECTION 6-19-102 OR SUBSECTION (5)(a) OF THIS SECTION,6
AND THE ATTORNEY GENERAL HAS NOT NOTIFIED THE PARTIES TO THE7
MATERIAL CHANGE TRANSACTION THAT THE ATTORNEY GENERAL8
REQUIRES MORE TIME TO COMPLETE AN ASSESSMENT ; OR9
(e) T
HE ATTORNEY GENERAL HAS NOTIFIED THE PARTIES THAT10
MORE TIME IS REQUIRED TO COMPLETE THE ASSESSMENT PURSUANT TO11
SUBSECTION (7)(d) OF THIS SECTION, AND AT LEAST FORTY-FIVE DAYS12
HAVE ELAPSED SINCE THE ATTORNEY GENERAL PROVIDED THE NOTICE .13
(8) T
HE ATTORNEY GENERAL MAY BRING AN ACTION IN DISTRICT14
COURT:15
(a) T
O PREVENT OR RESTRAIN VIOLATIONS OF THIS SECTION ;16
(b) T
O ENFORCE COMPLIANCE WITH CONDITIONS AGREED TO17
PURSUANT TO SUBSECTION (3) OF THIS SECTION; OR18
(c) F
OR OTHER SUCH EQUITABLE RELIEF AS MAY BE NECESSARY TO19
PROTECT THE PUBLIC INTEREST, INCLUDING AN ORDER UNWINDING THE20
MATERIAL CHANGE TRANSACTION .21
(9) A
N ASSESSMENT ISSUED UNDER THIS SECTION OR A DECISION22
NOT TO ISSUE AN ASSESSMENT UNDER THIS SECTION DOES NOT PRECLUDE23
OR OTHERWISE PREJUDICE A SUBSEQUENT ACTION AGAINST ANY PARTIES24
TO A MATERIAL CHANGE TRANSACTION FOR VIOLATIONS OF STATE OR25
FEDERAL LAW.26
6-19-105. Post-change requirements - report. (1) F
OR AT LEAST27
SB25-198
-24- FIVE YEARS AFTER THE EFFECTIVE DATE OF A MATERIAL CHANGE1
TRANSACTION, THE PARTIES TO A MATERIAL CHANGE TRANSACTION2
SUBJECT TO SECTION 6-19-102 (2) OR (3) SHALL PROVIDE THE ATTORNEY3
GENERAL AN ANNUAL REPORT OF :4
(a) T
HE ACTIVITIES TO SATISFY ANY CONDITIONS AGREED TO5
PURSUANT TO SECTION 6-19-104 (3);6
(b) A
NY ADDITIONAL MATERIAL CHANGE TRANSACTIONS7
INVOLVING THE PARTIES; AND8
(c) I
F THE MATERIAL CHANGE TRANSACTION RESULTS IN ASSETS9
THAT WERE FORMERLY USED FOR A CHARITABLE PURPOSE NO LONGER10
BEING USED FOR SUCH A PURPOSE , THE PARTIES' GRANT-MAKING AND11
OTHER CHARITABLE ACTIVITIES RELATED TO THE PARTIES ' USE OF THE12
PROCEEDS OF THE MATERIAL CHANGE TRANSACTION .13
(2) (a) T
HE ATTORNEY GENERAL SHALL MAKE THE ANNUAL14
REPORT CREATED PURSUANT TO SUBSECTION (1) OF THIS SECTION15
AVAILABLE TO THE PUBLIC ON THE ATTORNEY GENERAL 'S WEBSITE.16
(b) E
ACH PARTY TO THE MATERIAL CHANGE TRANSACTION SHALL17
MAKE THE ANNUAL REPORT CREATED PURSUANT TO SUBSECTION (1) OF18
THIS SECTION AVAILABLE TO THE PUBLIC ON THE PARTY 'S WEBSITE.19
(3) E
ACH PARTY TO A MATERIAL CHANGE TRANSACTION SHALL20
FILE THE ANNUAL REPORT CREATED PURSUANT TO SUBSECTION (1) OF THIS21
SECTION NO LATER THAN NINETY DAYS AFTER THE END OF THE YEAR THAT22
THE REPORT ADDRESSES.23
6-19-106. Penalties - remedy - injunction. (1) A
PERSON THAT24
FAILS TO COMPLY WITH THIS ARTICLE 19 IS SUBJECT TO A CIVIL PENALTY25
OF NOT MORE THAN TWO HUNDRED DOLLARS FOR EACH DAY THE PERSON26
REMAINS IN VIOLATION OF THIS ARTICLE 19.27
SB25-198
-25- (2) FAILURE OF A PARTY TO A MATERIAL CHANGE TRANSACTION TO1
PROVIDE NOTICE OF THE MATERIAL CHANGE TRANSACTION AS REQUIRED2
BY THIS ARTICLE 19 IS AN INDEPENDENT AND SUFFICIENT GROUND FOR THE3
ATTORNEY GENERAL TO ASSESS THAT THE MATERIAL CHANGE4
TRANSACTION IS LIKELY TO BE CONTRARY TO THE PUBLIC INTEREST OR FOR5
A COURT TO ENJOIN OR UNWIND THE MATERIAL CHANGE TRANSACTION OR6
PROVIDE OTHER EQUITABLE RELIEF.7
(3) F
AILURE OF A PARTY TO A MATERIAL CHANGE TRANSACTION TO8
PROVIDE TIMELY INFORMATION AS REQUIRED BY THE ATTORNEY GENERAL9
IS AN INDEPENDENT AND SUFFICIENT GROUND FOR THE ATTORNEY10
GENERAL TO ASSESS THAT THE MATERIAL CHANGE TRANSACTION IS LIKELY11
TO BE CONTRARY TO THE PUBLIC INTEREST, OR FOR A COURT TO ENJOIN OR12
UNWIND THE MATERIAL CHANGE TRANSACTION OR PROVIDE OTHER13
EQUITABLE RELIEF, IF THE ATTORNEY GENERAL NOTIFIED THE ENTITIES OF14
THE INADEQUACY OF THE INFORMATION PROVIDED AND PROVIDED THE15
ENTITIES WITH A REASONABLE OPPORTUNITY TO REMEDY THE16
INADEQUACY.17
6-19-107. Effect on existing authorities - rules. (1) T
HE18
ATTORNEY GENERAL MAY ADOPT RULES FOR THE PURPOSE OF CARRYING19
OUT THIS ARTICLE 19, INCLUDING:20
(a) R
ULES DEFINING THE TERMS USED IN THIS ARTICLE 19;21
(b) R
ULES EXEMPTING FROM THE REQUIREMENTS OF THIS ARTICLE22
19:23
(I) C
LASSES OF PERSONS; AND24
(II) M
ATERIAL CHANGE TRANSACTIONS THAT ARE NOT LIKELY TO25
BE CONTRARY TO THE PUBLIC INTEREST ;26
(c) R
ULES IDENTIFYING ADDITIONAL FACTORS TO THE FACTORS27
SB25-198
-26- DESCRIBED IN SECTION 6-19-104 (1) THAT MAY BE CONSIDERED IN1
ASSESSING WHETHER A MATERIAL CHANGE TRANSACTION IS IN THE PUBLIC2
INTEREST;3
(d) R
ULES REQUIRING THAT PERSONS PROVIDE ADDITIONAL4
INFORMATION IN ORDER TO COMPLY WITH SECTION 6-19-102 OR5
PRESCRIBING THE FORM OF NOTICES SUBMITTED PURSUANT TO SECTION6
6-19-102;
AND7
(e) O
THER RULES AS MAY BE NECESSARY AND APPROPRIATE TO8
CARRY OUT THE PURPOSES OF THIS ARTICLE 19.9
(2) (a) N
OTHING IN THIS ARTICLE 19 LIMITS THE ATTORNEY10
GENERAL'S COMMON LAW POWERS .11
(b) N
OTHING IN THIS ARTICLE 19 AFFECTS THE REGULATORY12
AUTHORITY OF A GOVERNMENT AGENCY OTHER THAN THE DEPARTMENT13
OF LAW.14
SECTION 2. In Colorado Revised Statutes, add 25-49-107 as15
follows:16
25-49-107. Providers - physicians - disclosure of certain17
referrals - definitions. (1) A
S USED IN THIS SECTION, UNLESS THE18
CONTEXT OTHERWISE REQUIRES :19
(a) "D
ESIGNATED HEALTH SERVICES" HAS THE MEANING SET FORTH20
IN SECTION 25.5-4-414 (1)(a).21
(b) "F
INANCIAL RELATIONSHIP" MEANS AN OWNERSHIP OR22
INVESTMENT INTEREST IN AN ENTITY FURNISHING DESIGNATED HEALTH23
SERVICES. AN OWNERSHIP OR INVESTMENT INTEREST MAY BE REFLECTED24
IN EQUITY, DEBT, OR OTHER INSTRUMENTS.25
(c) "I
MMEDIATE FAMILY MEMBER OF THE PROVIDER " MEANS A26
SPOUSE, NATURAL OR ADOPTIVE PARENT , NATURAL OR ADOPTIVE CHILD,27
SB25-198
-27- STEPPARENT, STEPCHILD, STEPBROTHER , STEPSISTER, IN-LAW,1
GRANDPARENT, OR GRANDCHILD OF A PROVIDER.2
(d) "P
ROVIDER" MEANS:3
(I) A
DOCTOR OF MEDICINE OR OSTEOPATHY WHO IS LICENSED TO4
PRACTICE MEDICINE PURSUANT TO ARTICLE 240 OF TITLE 12;5
(II) A
DOCTOR OF DENTAL SURGERY OR OF DENTAL MEDICINE WHO6
IS LICENSED TO PRACTICE DENTISTRY PURSUANT TO ARTICLE 220 OF TITLE7
12;8
(III) A
DOCTOR OF PODIATRIC MEDICINE WHO IS LICENSED TO9
PRACTICE PODIATRY PURSUANT TO ARTICLE 290 OF TITLE 12;10
(IV) A
DOCTOR OF OPTOMETRY WHO IS LICENSED TO PRACTICE11
OPTOMETRY PURSUANT TO ARTICLE 275 OF TITLE 12; OR12
(V) A
CHIROPRACTOR WHO IS LICENSED TO PRACTICE13
CHIROPRACTIC PURSUANT TO ARTICLE 215 OF TITLE 12.14
(2) (a) I
F A PROVIDER REFERS A PATIENT TO AN ENTITY FOR15
DESIGNATED HEALTH SERVICES AND THE PROVIDER , OR AN IMMEDIATE16
FAMILY MEMBER OF THE PROVIDER, HAS A FINANCIAL RELATIONSHIP WITH17
THE ENTITY, THE PROVIDER SHALL DISCLOSE THE NATURE OF THE18
FINANCIAL RELATIONSHIP TO THE PATIENT AT THE TIME OF THE REFERRAL .19
A
T THE PATIENT'S REQUEST, THE PROVIDER SHALL PROVIDE THE PATIENT20
WITH REASONABLE ALTERNATIVE REFERRAL OPTIONS FOR ENTITIES WITH21
WHICH THE PROVIDER, OR AN IMMEDIATE FAMILY MEMBER OF THE22
PROVIDER, DOES NOT HAVE A FINANCIAL RELATIONSHIP .23
(b) S
UBSECTION (2)(a) OF THIS SECTION DOES NOT APPLY TO A24
FINANCIAL RELATIONSHIP THAT M EETS THE REQUIREMENTS OF AN25
EXCEPTION TO THE PROHIBITIONS ESTABLISHED BY 42 U.S.C. SEC. 1395nn26
OR REGULATIONS ADOPTED PURSUANT TO 42 U.S.C. SEC. 1395nn, AS THEY27
SB25-198
-28- EXISTED ON THE EFFECTIVE DATE OF THIS SECTION.1
(c) S
UBSECTION (2)(a) OF THIS SECTION DOES NOT APPLY TO A2
FINANCIAL RELATIONSHIP OR A REFERRAL FOR DESIGNATED HEALTH3
SERVICES IF THE FINANCIAL RELATIONSHIP OR REFERRAL FOR DESIGNATED4
HEALTH SERVICES WOULD NOT VIOLATE 42 U.S.C. SEC. 1395nn OR5
REGULATIONS ADOPTED PURSUANT TO 42 U.S.C. SEC. 1395nn, AS THEY6
EXISTED ON THE EFFECTIVE DATE OF THIS SECTION , IF THE DESIGNATED7
HEALTH SERVICES WERE ELIGIBLE FOR PAYMENT UNDER MEDICARE8
RATHER THAN UNDER THE "COLORADO MEDICAL ASSISTANCE ACT",9
ARTICLES 4 TO 6 OF TITLE 25.5.10
(3) A
N ENTITY THAT PROVIDES DESIGNATED HEALTH SERVICES AS11
A RESULT OF A REFERRAL WITHOUT INFORMING THE PATIENT OF THE12
REFERRING PROVIDER'S FINANCIAL INTEREST, OR AN IMMEDIATE FAMILY13
MEMBER OF THE REFERRING PROVIDER 'S FINANCIAL INTEREST, IN THE14
ENTITY PURSUANT TO SUBSECTION (2)(a) OF THIS SECTION SHALL NOT15
PRESENT A CLAIM OR BILL TO AN INDIVIDUAL, A THIRD-PARTY PAYER, THE16
DEPARTMENT OF HEALTH CARE POLICY AND FINANCING , OR ANY OTHER17
ENTITY FOR THE DESIGNATED HEALTH SERVICES .18
(4) A
PROVIDER THAT REFERS A PATIENT FOR DESIGNATED HEALTH19
SERVICES IN VIOLATION OF SUBSECTION (2)(a) OF THIS SECTION COMMITS20
A DECEPTIVE TRADE PRACTICE UNDER PART 1 OF THE "COLORADO21
C
ONSUMER PROTECTION ACT", ARTICLE 1 OF TITLE 6.22
SECTION 3. In Colorado Revised Statutes, 6-1-105, add (1)(iiii)23
as follows:24
6-1-105. Unfair or deceptive trade practices - definitions.25
(1) A person engages in a deceptive trade practice when, in the course of26
the person's business, vocation, or occupation, the person:27
SB25-198
-29- (iiii) VIOLATES ARTICLE 19 OF THIS TITLE 6.1
SECTION 4. Applicability. Section 6-19-102, Colorado Revised2
Statutes, as enacted in section 1 of this act, applies to material change3
transactions with an anticipated effective date not sooner than ninety days4
after the effective date of this act.5
SECTION 5. Safety clause. The general assembly finds,6
determines, and declares that this act is necessary for the immediate7
preservation of the public peace, health, or safety or for appropriations for8
the support and maintenance of the departments of the state and state9
institutions.10
SB25-198
-30-