Indiana 2024 Regular Session

Indiana Senate Bill SB0009 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
	1	+	ES0009.1
	2	+	February 20, 2024
	3	+	ENGROSSED
	4	+	SENATE BILL No. 9
	5	+	_____
	6	+	DIGEST OF SB 9 (Updated February 20, 2024 10:24 am - DI 147)
	7	+	Citations Affected: IC 4-6; IC 25-1.
	8	+	Synopsis: Notice of health care entity mergers. Requires health care
	9	+	entities to provide notice of certain mergers or acquisitions to office of
	10	+	the attorney general. Specifies notice requirements. Requires the office
	11	+	of the attorney general to review the information submitted with the
	12	+	notice. Allows the office of the attorney general to: (1) analyze in
	13	+	writing any antitrust concerns with the merger or acquisition; and (2)
	14	+	issue a civil investigative demand for additional information. Specifies
	15	+	that the information is confidential.
	16	+	Effective: July 1, 2024.
	17	+	Garten, Charbonneau, Brown L,
	18	+	Busch, Johnson T, Byrne, Donato,
	19	+	Ford J.D.
	20	+	(HOUSE SPONSORS — SCHAIBLEY, BARRETT, MCGUIRE)
	21	+	January 8, 2024, read first time and referred to Committee on Health and Provider
	22	+	Services.
	23	+	January 25, 2024, amended, reported favorably — Do Pass.
	24	+	January 29, 2024, read second time, amended, ordered engrossed.
	25	+	January 30, 2024, engrossed. Read third time, passed. Yeas 49, nays 0.
	26	+	HOUSE ACTION
	27	+	February 6, 2024, read first time and referred to Committee on Public Health.
	28	+	February 20, 2024, amended, reported — Do Pass.
	29	+	ES 9—LS 6811/DI 104 February 20, 2024
1	30		Second Regular Session of the 123rd General Assembly (2024)
2	31		PRINTING CODE. Amendments: Whenever an existing statute (or a section of the Indiana
3	32		Constitution) is being amended, the text of the existing provision will appear in this style type,
4	33		additions will appear in this style type, and deletions will appear in this style type.
5	34		Additions: Whenever a new statutory provision is being enacted (or a new constitutional
6	35		provision adopted), the text of the new provision will appear in this style type. Also, the
7	36		word NEW will appear in that style type in the introductory clause of each SECTION that adds
8	37		a new provision to the Indiana Code or the Indiana Constitution.
9	38		Conflict reconciliation: Text in a statute in this style type or this style type reconciles conflicts
10	39		between statutes enacted by the 2023 Regular Session of the General Assembly.
11		-	SENATE ENROLLED ACT No. 9
12		-	AN ACT to amend the Indiana Code concerning health.
	40	+	ENGROSSED
	41	+	SENATE BILL No. 9
	42	+	A BILL FOR AN ACT to amend the Indiana Code concerning
	43	+	health.
13	44		Be it enacted by the General Assembly of the State of Indiana:
14		-	SECTION 1. IC 4-6-3-6, AS AMENDED BY P.L.65-2014,
	45	+	1 SECTION 1. IC 4-6-3-6, AS AMENDED BY P.L.65-2014,
	46	+	2 SECTION 1, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
	47	+	3 JULY 1, 2024]: Sec. 6. (a) If a person objects or otherwise fails to obey
	48	+	4 a written demand issued under section 3 of this chapter, the attorney
	49	+	5 general may file in the circuit or superior court of the county in which
	50	+	6 that person resides or maintains a principal place of business within the
	51	+	7 state an application for an order to enforce the demand. If the person
	52	+	8 does not reside or maintain a principal place of business in Indiana, the
	53	+	9 application for the order to enforce the demand may be filed in the
	54	+	10 Marion County circuit or superior court. Notice of hearing and a copy
	55	+	11 of the application shall be served upon that person, who may appear in
	56	+	12 opposition to the application. The attorney general must demonstrate
	57	+	13 to the court that the demand is proper. If the court finds that the
	58	+	14 demand is proper, it shall order that person to comply with the demand,
	59	+	15 subject to such modification as the court may prescribe.
	60	+	16 (b) If a person fails or refuses to obey a final order entered under
	61	+	17 subsection (a) or an order imposing sanctions under section 6.5 of this
	62	+	ES 9—LS 6811/DI 104 2
	63	+	1 chapter, the court may hold the person in contempt.
	64	+	2 (c) Upon motion by that person and for good cause shown, the court
	65	+	3 may make any further order in the proceedings which justice requires
	66	+	4 to protect the person from unreasonable annoyance, embarrassment,
	67	+	5 oppression, burden, expense, or to protect privileged information, trade
	68	+	6 secrets or information which is confidential under any other provision
	69	+	7 of law. If the court finds that either party has acted in bad faith in
	70	+	8 seeking or resisting the demand, it may order that person to pay the
	71	+	9 other parties reasonable expenses including attorney's fees.
	72	+	10 (d) In a review of an application for an order to enforce a
	73	+	11 demand under IC 25-1-8.5, the court shall:
	74	+	12 (1) order any documents submitted to the court to be under
	75	+	13 seal;
	76	+	14 (2) conduct any review of the documents in camera; and
	77	+	15 (3) issue any order related to the case under seal;
	78	+	16 to protect all information submitted concerning the review.
	79	+	17 SECTION 2. IC 25-1-8.5 IS ADDED TO THE INDIANA CODE
	80	+	18 AS A NEW CHAPTER TO READ AS FOLLOWS [EFFECTIVE
	81	+	19 JULY 1, 2024]:
	82	+	20 Chapter 8.5. Reporting of Health Care Entity Mergers and
	83	+	21 Acquisitions
	84	+	22 Sec. 1. As used in this chapter, "acquisition" means any
	85	+	23 agreement, arrangement, or activity the consummation of which
	86	+	24 results in a person acquiring directly or indirectly the control of
	87	+	25 another person.
	88	+	26 Sec. 2. (a) As used in this chapter, "health care entity" means
	89	+	27 any of the following:
	90	+	28 (1) Any organization or business that provides diagnostic,
	91	+	29 medical, surgical, dental treatment, or rehabilitative care.
	92	+	30 (2) An insurer that issues a policy of accident and sickness
	93	+	31 insurance (as defined in IC 27-8-5-1), except for the following
	94	+	32 types of coverage:
	95	+	33 (A) Accident only, credit, dental, vision, long term care, or
	96	+	34 disability income insurance.
	97	+	35 (B) Coverage issued as a supplement to liability insurance.
	98	+	36 (C) Automobile medical payment insurance.
	99	+	37 (D) A specified disease policy.
	100	+	38 (E) A policy that provides indemnity benefits not based on
	101	+	39 any expense incurred requirements, including a plan that
	102	+	40 provides coverage for:
	103	+	41 (i) hospital confinement, critical illness, or intensive care;
	104	+	42 or
	105	+	ES 9—LS 6811/DI 104 3
	106	+	1 (ii) gaps for deductibles or copayments.
	107	+	2 (F) Worker's compensation or similar insurance.
	108	+	3 (G) A student health plan.
	109	+	4 (H) A supplemental plan that always pays in addition to
	110	+	5 other coverage.
	111	+	6 (3) A health maintenance organization (as defined in
	112	+	7 IC 27-13-1-19).
	113	+	8 (4) A pharmacy benefit manager (as defined in
	114	+	9 IC 27-1-24.5-12).
	115	+	10 (5) An administrator (as defined in IC 27-1-25-1).
	116	+	11 (6) A private equity partnership, regardless of where the
	117	+	12 private equity partnership is located, seeking to enter into a
	118	+	13 merger or acquisition with an entity described in subdivisions
	119	+	14 (1) through (5).
	120	+	15 (b) The term does not include the Medicaid program or the
	121	+	16 Medicare program.
	122	+	17 Sec. 3. As used in this chapter, "merger" means any change of
	123	+	18 ownership, including:
	124	+	19 (1) an acquisition or transfer of assets; or
	125	+	20 (2) the purchase of stock effectuated by a merger agreement.
	126	+	21 Sec. 4. (a) An Indiana health care entity that is involved in a
	127	+	22 merger or acquisition with another health care entity with total
	128	+	23 assets, including combined entities and holdings, of at least ten
	129	+	24 million dollars ($10,000,000) shall, at least ninety (90) days prior
	130	+	25 to the date of the merger or acquisition, provide written notice of
	131	+	26 the merger or acquisition to the office of the attorney general in a
	132	+	27 manner prescribed by the office of the attorney general.
	133	+	28 (b) The notice required by subsection (a) must include the
	134	+	29 following information from each health care entity:
	135	+	30 (1) Business address and federal tax number.
	136	+	31 (2) Name and contact information of a representative of the
	137	+	32 health care entity concerning the merger or acquisition.
	138	+	33 (3) Description of the health care entity.
	139	+	34 (4) Description of the merger or acquisition, including the
	140	+	35 anticipated timeline.
	141	+	36 (5) A copy of any materials that have been submitted to a
	142	+	37 federal or state agency concerning the merger or acquisition.
	143	+	38 The notice submitted under this section must be certified before a
	144	+	39 notary public.
	145	+	40 (c) The office of the attorney general shall keep confidential all
	146	+	41 nonpublic information, and the confidential information may not
	147	+	42 be released to the public.
	148	+	ES 9—LS 6811/DI 104 4
	149	+	1 (d) Not later than forty-five (45) days from the submission of a
	150	+	2 notice under subsection (a), the office of the attorney general:
	151	+	3 (1) shall review the information submitted with the notice;
	152	+	4 and
	153	+	5 (2) may analyze in writing any antitrust concerns with the
	154	+	6 merger or acquisition.
	155	+	7 The office of the attorney general shall provide any written
	156	+	8 analysis described in subdivision (2) to the person that submitted
	157	+	9 the notice under subsection (a).
	158	+	10 (e) The office of the attorney general may issue a civil
	159	+	11 investigative demand under IC 4-6-3 to a health care entity that
	160	+	12 has submitted a notice under this section for additional
	161	+	13 information.
	162	+	14 (f) Any information received or produced by the office of the
	163	+	15 attorney general under this section is confidential.
	164	+	ES 9—LS 6811/DI 104 5
	165	+	COMMITTEE REPORT
	166	+	Madam President: The Senate Committee on Health and Provider
	167	+	Services, to which was referred Senate Bill No. 9, has had the same
	168	+	under consideration and begs leave to report the same back to the
	169	+	Senate with the recommendation that said bill be AMENDED as
	170	+	follows:
	171	+	Page 1, delete lines 10 through 14.
	172	+	Page 1, line 15, delete "(3)" and insert "(2)".
	173	+	Page 2, line 16, delete "(4)" and insert "(3)".
	174	+	Page 2, line 18, delete "(5)" and insert "(4)".
	175	+	Page 2, line 20, delete "(6)" and insert "(5)".
	176	+	Page 2, line 29, delete "six (6)" and insert "ninety (90) days".
	177	+	Page 2, line 30, delete "months".
	178	+	Page 2, line 31, delete "following:" and insert "office of the
	179	+	attorney general in a manner prescribed by the office of the
	180	+	attorney general.".
	181	+	Page 2, delete lines 32 through 40.
	182	+	Page 3, line 11, delete "individuals described in subsection (a)" and
	183	+	insert "office of the attorney general".
	184	+	Page 3, after line 14, begin a new paragraph and insert:
	185	+	"(d) Not later than forty-five (45) days from the submission of
	186	+	a notice under subsection (a), the office of the attorney general:
	187	+	(1) shall review the information submitted with the notice;
	188	+	and
	189	+	(2) may analyze in writing any antitrust concerns with the
	190	+	merger or acquisition.
	191	+	The office of the attorney general shall provide any written
	192	+	analysis described in subdivision (2) to the person that submitted
	193	+	the notice under subsection (a).
	194	+	(e) The office of the attorney general may issue a civil
	195	+	investigative demand under IC 4-6-3 to a health care entity that
	196	+	has submitted a notice under this section for additional
	197	+	information.
	198	+	(f) Any information received or produced by the office of the
	199	+	attorney general under this section is confidential.".
	200	+	and when so amended that said bill do pass.
	201	+	(Reference is to SB 9 as introduced.)
	202	+	CHARBONNEAU, Chairperson
	203	+	Committee Vote: Yeas 10, Nays 0.
	204	+	ES 9—LS 6811/DI 104 6
	205	+	SENATE MOTION
	206	+	Madam President: I move that Senate Bill 9 be amended to read as
	207	+	follows:
	208	+	Page 2, between lines 15 and 16, begin a new line block indented
	209	+	and insert:
	210	+	"(6) A private equity partnership seeking to enter into a
	211	+	merger or acquisition with an entity described in subdivisions
	212	+	(1) through (5).".
	213	+	Page 2, line 42, delete "if requested by the health care entity," and
	214	+	insert ",".
	215	+	(Reference is to SB 9 as printed January 26, 2024.)
	216	+	GARTEN
	217	+	_____
	218	+	COMMITTEE REPORT
	219	+	Mr. Speaker: Your Committee on Public Health, to which was
	220	+	referred Senate Bill 9, has had the same under consideration and begs
	221	+	leave to report the same back to the House with the recommendation
	222	+	that said bill be amended as follows:
	223	+	Page 1, between the enacting clause and line 1, begin a new
	224	+	paragraph and insert:
	225	+	"SECTION 1. IC 4-6-3-6, AS AMENDED BY P.L.65-2014,
15	226		SECTION 1, IS AMENDED TO READ AS FOLLOWS [EFFECTIVE
16	227		JULY 1, 2024]: Sec. 6. (a) If a person objects or otherwise fails to obey
17	228		a written demand issued under section 3 of this chapter, the attorney
18	229		general may file in the circuit or superior court of the county in which
19	230		that person resides or maintains a principal place of business within the
20	231		state an application for an order to enforce the demand. If the person
21	232		does not reside or maintain a principal place of business in Indiana, the
22	233		application for the order to enforce the demand may be filed in the
23	234		Marion County circuit or superior court. Notice of hearing and a copy
24	235		of the application shall be served upon that person, who may appear in
25	236		opposition to the application. The attorney general must demonstrate
26	237		to the court that the demand is proper. If the court finds that the
27	238		demand is proper, it shall order that person to comply with the demand,
28	239		subject to such modification as the court may prescribe.
29	240		(b) If a person fails or refuses to obey a final order entered under
30	241		subsection (a) or an order imposing sanctions under section 6.5 of this
	242	+	ES 9—LS 6811/DI 104 7
31	243		chapter, the court may hold the person in contempt.
32	244		(c) Upon motion by that person and for good cause shown, the court
33	245		may make any further order in the proceedings which justice requires
34	246		to protect the person from unreasonable annoyance, embarrassment,
35	247		oppression, burden, expense, or to protect privileged information, trade
36		-	SEA 9 — Concur 2
37	248		secrets or information which is confidential under any other provision
38	249		of law. If the court finds that either party has acted in bad faith in
39	250		seeking or resisting the demand, it may order that person to pay the
40	251		other parties reasonable expenses including attorney's fees.
41	252		(d) In a review of an application for an order to enforce a
42	253		demand under IC 25-1-8.5, the court shall:
43	254		(1) order any documents submitted to the court to be under
44	255		seal;
45	256		(2) conduct any review of the documents in camera; and
46	257		(3) issue any order related to the case under seal;
47		-	to protect all information submitted concerning the review.
48		-	SECTION 2. IC 25-1-8.5 IS ADDED TO THE INDIANA CODE
49		-	AS A NEW CHAPTER TO READ AS FOLLOWS [EFFECTIVE
50		-	JULY 1, 2024]:
51		-	Chapter 8.5. Reporting of Health Care Entity Mergers and
52		-	Acquisitions
53		-	Sec. 1. As used in this chapter, "acquisition" means any
	258	+	to protect all information submitted concerning the review.".
	259	+	Page 1, between lines 5 and 6, begin a new paragraph and insert:
	260	+	"Sec. 1. As used in this chapter, "acquisition" means any
54	261		agreement, arrangement, or activity the consummation of which
55	262		results in a person acquiring directly or indirectly the control of
56		-	another person.
57		-	Sec. 2. (a) As used in this chapter, "health care entity" means
58		-	any of the following:
59		-	(1) Any organization or business that provides diagnostic,
60		-	medical, surgical, dental treatment, or rehabilitative care.
61		-	(2) An insurer that issues a policy of accident and sickness
62		-	insurance (as defined in IC 27-8-5-1), except for the following
63		-	types of coverage:
64		-	(A) Accident only, credit, dental, vision, long term care, or
65		-	disability income insurance.
66		-	(B) Coverage issued as a supplement to liability insurance.
67		-	(C) Automobile medical payment insurance.
68		-	(D) A specified disease policy.
69		-	(E) A policy that provides indemnity benefits not based on
70		-	any expense incurred requirements, including a plan that
71		-	provides coverage for:
72		-	(i) hospital confinement, critical illness, or intensive care;
73		-	or
74		-	(ii) gaps for deductibles or copayments.
75		-	(F) Worker's compensation or similar insurance.
76		-	(G) A student health plan.
77		-	(H) A supplemental plan that always pays in addition to
78		-	other coverage.
79		-	SEA 9 — Concur 3
80		-	(3) A health maintenance organization (as defined in
81		-	IC 27-13-1-19).
82		-	(4) A pharmacy benefit manager (as defined in
83		-	IC 27-1-24.5-12).
84		-	(5) An administrator (as defined in IC 27-1-25-1).
85		-	(6) A private equity partnership, regardless of where the
86		-	private equity partnership is located, seeking to enter into a
87		-	merger or acquisition with an entity described in subdivisions
88		-	(1) through (5).
89		-	(b) The term does not include the Medicaid program or the
90		-	Medicare program.
91		-	Sec. 3. As used in this chapter, "merger" means any change of
92		-	ownership, including:
93		-	(1) an acquisition or transfer of assets; or
94		-	(2) the purchase of stock effectuated by a merger agreement.
95		-	Sec. 4. (a) An Indiana health care entity that is involved in a
96		-	merger or acquisition with another health care entity with total
97		-	assets, including combined entities and holdings, of at least ten
98		-	million dollars ($10,000,000) shall, at least ninety (90) days prior
99		-	to the date of the merger or acquisition, provide written notice of
100		-	the merger or acquisition to the office of the attorney general in a
101		-	manner prescribed by the office of the attorney general.
102		-	(b) The notice required by subsection (a) must include the
103		-	following information from each health care entity:
104		-	(1) Business address and federal tax number.
105		-	(2) Name and contact information of a representative of the
106		-	health care entity concerning the merger or acquisition.
107		-	(3) Description of the health care entity.
108		-	(4) Description of the merger or acquisition, including the
109		-	anticipated timeline.
110		-	(5) A copy of any materials that have been submitted to a
111		-	federal or state agency concerning the merger or acquisition.
112		-	The notice submitted under this section must be certified before a
113		-	notary public.
114		-	(c) The office of the attorney general shall keep confidential all
115		-	nonpublic information, and the confidential information may not
116		-	be released to the public.
117		-	(d) Not later than forty-five (45) days from the submission of a
118		-	notice under subsection (a), the office of the attorney general:
119		-	(1) shall review the information submitted with the notice;
120		-	and
121		-	(2) may analyze in writing any antitrust concerns with the
122		-	SEA 9 — Concur 4
123		-	merger or acquisition.
124		-	The office of the attorney general shall provide any written
125		-	analysis described in subdivision (2) to the person that submitted
126		-	the notice under subsection (a).
127		-	(e) The office of the attorney general may issue a civil
128		-	investigative demand under IC 4-6-3 to a health care entity that
129		-	has submitted a notice under this section for additional
130		-	information.
131		-	(f) Any information received or produced by the office of the
132		-	attorney general under this section is confidential.
133		-	SEA 9 — Concur President of the Senate
134		-	President Pro Tempore
135		-	Speaker of the House of Representatives
136		-	Governor of the State of Indiana
137		-	Date: Time:
138		-	SEA 9 — Concur
	263	+	another person.".
	264	+	Page 1, line 6, delete "1." and insert "2.".
	265	+	Page 2, line 16, delete "partnership" and insert "partnership,
	266	+	regardless of where the private equity partnership is located,".
	267	+	Page 2, line 21, delete "2." and insert "3.".
	268	+	Page 2, line 25, delete "3." and insert "4.".
	269	+	Page 2, line 26, delete "a value" and insert "total assets, including
	270	+	combined entities and holdings,".
	271	+	Renumber all SECTIONS consecutively.
	272	+	and when so amended that said bill do pass.
	273	+	(Reference is to SB 9 as reprinted January 30, 2024.)
	274	+	BARRETT
	275	+	Committee Vote: yeas 9, nays 2.
	276	+	ES 9—LS 6811/DI 104