HB 1460 — An Act providing for approval from the Department of Health and the Office of Attorney General before certain transactions involving health care entities within this Commonwealth.

The Attorney General may determine, after furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support the determination, that control exists in fact, notwithstanding the absence of a 20250HB1460PN3687 - 4 - presumption to that effect or that another person has control.

(3) A capital distribution or similar reduction of a health care entity's equity capital by a material amount or the incursion of an obligation that commits the health care 20250HB1460PN1871 - 4 - entity to making a capital distribution or similar reduction of equity by a material amount.

"Health care facility." The term shall have the same meaning as in section 802.1 of the act of July 1, 1979 (P.L.130, No.48), 20250HB1460PN3687 - 5 - known as the Health Care Facilities Act.

"Professional licensing board." A professional licensing 20250HB1460PN1871 - 5 - board within the Bureau of Professional and Occupational Affairs of the Department of State.

20250HB1460PN3687 - 6 - (a) General rule.--Except as provided under subsection (b), a person may not enter into a covered transaction that is against the public interest.

(1) All organic documents, including articles of 20250HB1460PN1871 - 6 - incorporation, bylaws, operating agreements and other documents related to governance and ownership of each party.

(3) All documents signed by the principals, or the principal's agents, that are necessary to determine the proposed transaction's effect, if any, on affiliates, whether 20250HB1460PN3687 - 7 - nonprofit or for profit.

20250HB1460PN1871 - 7 - (9) All relevant contracts that may affect value, including business contracts and employee contracts, such as buy-out provisions, profit-sharing agreements and severance packages.

20250HB1460PN3687 - 8 - (11) All documents relating to noncash elements of the transaction, including pertinent valuations of security for loans and stock restrictions.

(17) Organizational charts of the parties to the transaction, as they exist both preconsummation and 20250HB1460PN1871 - 8 - postconsummation of the transaction, detailing the relationship between the principal parties, including any subsidiary.

(c) Waiting period.--Prior to entering into a binding covered transaction, a health care entity shall undergo a 60-day waiting period, which shall begin on the date the Attorney 20250HB1460PN3687 - 9 - General receives the notification required under subsection (b).

(i) all of the additional information and 20250HB1460PN1871 - 9 - documentary material requested;

(3) Additional extensions of the waiting period beyond what is required under subsection (b) must be granted by a court in accordance with section 305, provided that the request is filed with the court within five days of the 20250HB1460PN3687 - 10 - expiration of all applicable waiting periods.

Interested parties shall include employees of the health care entity, legal aid organizations, public officials and health advocacy organizations within a county in which the health care 20250HB1460PN1871 - 10 - facility is located.

20250HB1460PN3687 - 11 - (3) Through publication in one or more newspapers of general circulation in the affected community.

20250HB1460PN1871 - 11 - (c) Action.--If the Attorney General, in consultation with the department, determines THERE IS CLEAR AND CONVINCING <-- EVIDENCE that the proposed covered transaction is against the public interest under subsection (a), the Attorney General, on behalf of the Commonwealth, may:

or (2) enter into a voluntary agreement with the covered 20250HB1460PN3687 - 12 - entity and the health care entity, which shall be filed with Commonwealth Court, that imposes conditions or otherwise mitigates the aspects that make the covered transaction against the public interest.

(e) Costs of monitoring.-- (1) The covered entity shall pay for the costs of the Attorney General and the department's monitoring, evaluation and assessment of the covered entity and health care entity's compliance with the terms and conditions of the voluntary 20250HB1460PN1871 - 12 - agreement during a monitoring period established under subsection (d).

(f) Licensing.--A health care facility's license may not be 20250HB1460PN3687 - 13 - revoked, denied, impeded or cited for noncompliance due solely to a filing or review under this chapter.

20250HB1460PN1871 - 13 - (b) Contracts.-- (1) The Attorney General may do any of the following:

(ii) At the Attorney General's sole discretion, contract with experts or consultants to assist in 20250HB1460PN3687 - 14 - reviewing the proposed covered transaction.

(3) THE ATTORNEY GENERAL SHALL BE ENTITLED TO REIMBURSEMENT FROM THE ENTITIES SEEKING CONSENT FOR THE COVERED TRANSACTION FOR 50% OF ALL ACTUAL, REASONABLE AND 20250HB1460PN1871 - 14 - DIRECT COSTS INCURRED IN REVIEWING, EVALUATING AND MAKING A DETERMINATION UNDER SECTION 304(A), INCLUDING ADMINISTRATIVE COSTS.

20250HB1460PN3687 - 15 - (I) NEITHER THE ATTORNEY GENERAL NOR THE COVERED ENTITY MAY SEEK REIMBURSEMENT FROM THE HEALTH CARE ENTITY FOR ANY COSTS UNDER THIS PARAGRAPH.

(4) Notwithstanding the other provisions of this act, a covered transaction may not be completed unless an agreement 20250HB1460PN1871 - 15 - has been executed between the Attorney General and the covered entity, the health care entity or both for the payment of costs in accordance with this subsection.

(1) The Attorney General shall monitor, assess and evaluate a covered entity and health care entity to ensure 20250HB1460PN3687 - 16 - compliance with the terms and conditions of the voluntary agreement for the duration of the monitoring period established under section 304(d).

(d) Agency cooperation.-- (1) The department, the Department of Aging, the Department of Human Services and the Insurance Department shall assist the Attorney General in reviewing the proposed agreement and transaction, if requested, and shall comply with any request for testimony or information as may be 20250HB1460PN1871 - 16 - necessary and appropriate for the Attorney General to review a proposed covered transaction.

Documents provided by the 20250HB1460PN3687 - 17 - Attorney General to the Insurance Department under this paragraph shall be treated as confidential and are exempt from public access under the act of February 14, 2008 (P.L.

20250HB1460PN1871 - 17 - (1) The department shall monitor, assess and evaluate a health care facility and covered entity to ensure compliance with the terms and conditions of the voluntary agreement.

(2) The department may request documents and other 20250HB1460PN3687 - 18 - information from a covered entity, a health care facility or both to monitor compliance with the terms of the voluntary agreement under section 304(c).

20250HB1460PN1871 - 18 - (2) Subject to subpoena.

(4) Made public by the Attorney General, the department or any other person, except to regulatory or law enforcement officials of this Commonwealth or other jurisdictions or experts or consultants under contract with the Attorney General under section 306(b), without the prior written 20250HB1460PN3687 - 19 - consent of the health care entity or covered entity to which it pertains, unless the Attorney General, after giving the health entity or covered entity that would be affected notice and opportunity to be heard, determines that the interest of the public is served by the publication, in which event it may publish all or any part in such manner as it may deem appropriate.

(1) Narrow, abrogate or otherwise alter the authority of the Attorney General to maintain competitive markets and 20250HB1460PN1871 - 19 - prosecute or enforce violations of antitrust and unfair trade practices laws.

(3) Narrow, abrogate or otherwise alter the authority of 20250HB1460PN3687 - 20 - a professional licensing board to issue, suspend or revoke a health care practitioner's license or regulate the practice of the health arts in this Commonwealth.

20250HB1460PN1871CHAPTER -1 20<-- -PRELIMINARY PROVISIONS SECTION 101.

SHORT TITLE.

THIS ACT SHALL BE KNOWN AND MAY BE CITED AS THE HEALTH SYSTEM PROTECTION ACT.

SECTION 102.

DEFINITIONS.

THE FOLLOWING WORDS AND PHRASES WHEN USED IN THIS ACT SHALL HAVE THE MEANINGS GIVEN TO THEM IN THIS SECTION UNLESS THE CONTEXT CLEARLY INDICATES OTHERWISE:

"AFFECTED COMMUNITY." A COUNTY WITHIN THIS COMMONWEALTH WHERE AN EXISTING HEALTH CARE ENTITY IS PHYSICALLY LOCATED OR A COUNTY WHOSE RESIDENTS ARE REGULARLY SERVED BY THE EXISTING HEALTH CARE ENTITY.

"AFFILIATE." A PERSON THAT DIRECTLY OR INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS OR IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE PERSON SPECIFIED.

"AGAINST THE PUBLIC INTEREST." A COVERED TRANSACTION THAT, AS DETERMINED BY THE ATTORNEY GENERAL, MAY RESULT IN ANY OF THE 20250HB1460PN3687 - 21 - FOLLOWING:

(1) A SIGNIFICANT REDUCTION IN COMPETITION OR A SIGNIFICANT INCREASE IN COSTS FOR HEALTH CARE PAYERS, PURCHASERS OR CONSUMERS.

(2) AN UNFAIR METHOD OF COMPETITION IN OR AFFECTING HEALTH CARE COMMERCE OR AN UNFAIR OR DECEPTIVE ACT OR PRACTICE IN OR AFFECTING HEALTH CARE COMMERCE.

(3) A SIGNIFICANT REDUCTION IN THE QUALITY OF CARE AVAILABLE WITHIN THE HEALTH CARE ENTITY'S MARKET TERRITORY.

(4) A SIGNIFICANT REDUCTION IN ACCESS TO OR AVAILABILITY OF HEALTH CARE SERVICES FOR PAYERS, PURCHASERS OR CONSUMERS.

(5) A SIGNIFICANT REDUCTION IN ACCESS TO CARE IN A RURAL, LOW-INCOME OR DISADVANTAGED COMMUNITY.

"ASSURANCE OF VOLUNTARY COMPLIANCE." AS PROVIDED UNDER SECTION 5 OF THE ACT OF DECEMBER 17, 1968 (P.L.1224, NO.387), KNOWN AS THE UNFAIR TRADE PRACTICES AND CONSUMER PROTECTION LAW.

"ATTORNEY GENERAL." THE OFFICE OF ATTORNEY GENERAL OF THE COMMONWEALTH.

"CAPITAL DISTRIBUTION." A PAYMENT MADE, LIABILITY INCURRED OR OTHER CONSIDERATION GIVEN BY A HEALTH CARE ENTITY TO A PERSON FOR THE PURCHASE, ACQUISITION, REDEMPTION, REPURCHASE, PAYMENT OR RETIREMENT OF CAPITAL STOCK OR OTHER EQUITY INTEREST OF THE HEALTH CARE ENTITY OR AS A DIVIDEND, RETURN OF CAPITAL OR OTHER DISTRIBUTION IN RESPECT OF THE HEALTH CARE ENTITY'S CAPITAL STOCK OR OTHER EQUITY INTEREST.

"CONTROL," "CONTROLLED BY" OR "UNDER COMMON CONTROL WITH." AS FOLLOWS:

(1) THE POSSESSION, DIRECT OR INDIRECT, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF A PERSON, WHETHER THROUGH THE OWNERSHIP OF VOTING 20250HB1460PN3687 - 22 - SECURITIES, BY CONTRACT OTHER THAN A COMMERCIAL CONTRACT FOR GOODS OR NONMANAGEMENT SERVICES OR OTHERWISE, UNLESS THE POWER IS THE RESULT OF AN OFFICIAL POSITION WITH OR CORPORATE OFFICE HELD BY THE PERSON.

CONTROL SHALL BE PRESUMED TO EXIST IF A PERSON, DIRECTLY OR INDIRECTLY:

(I) OWNS MORE THAN 10% OF A PERSON;

OR (II) CONTROLS, HOLDS WITH THE POWER TO VOTE OR HOLDS PROXIES REPRESENTING 10% OR MORE OF THE VOTES THAT ALL SHAREHOLDERS OR MEMBERS WOULD BE ENTITLED TO CAST IN THE ELECTION OF DIRECTORS OR MANAGERS.

(2) THE PRESUMPTION UNDER PARAGRAPH (1) MAY BE REBUTTED BY A SHOWING THAT CONTROL DOES NOT EXIST IN FACT.

IF, IN THE VIEW OF THE ATTORNEY GENERAL, CONTROL EXISTS IN FACT, AND AFTER FURNISHING ALL PERSONS IN INTEREST NOTICE AND OPPORTUNITY TO BE HEARD AND MAKING SPECIFIC FINDINGS OF FACT, THE ATTORNEY GENERAL MAY ASSERT THAT A PERSON HAS A CONTROLLING INTEREST, NOTWITHSTANDING THE ABSENCE OF A PRESUMPTION TO THAT EFFECT OR THAT ANOTHER PERSON HAS CONTROL.

"COVERED ENTITY." A PERSON DOMICILED OR ORGANIZED UNDER THE LAWS OF THIS COMMONWEALTH OR ANOTHER JURISDICTION THAT OWNS, OPERATES OR CONTROLS OR SEEKS TO OWN, OPERATE OR CONTROL A HEALTH CARE ENTITY, AND IS ONE OF THE FOLLOWING:

(1) A FOR-PROFIT ENTITY OR AN AFFILIATE OF A FOR-PROFIT ENTITY.

(2) AN INVESTOR OR GROUP OF INVESTORS WHO PRIMARILY ENGAGE IN THE RAISING OR RETURNING OF CAPITAL AND WHO INVEST, DEVELOP OR DISPOSE OF SPECIFIED ASSETS, A PRIVATE EQUITY COMPANY, A PRIVATE EQUITY FUND OR A HEDGE FUND OR AFFILIATE.

(3) AN OUT-OF-STATE ENTITY SEEKING TO ENGAGE IN BUSINESS 20250HB1460PN3687 - 23 - ACTIVITIES LISTED IN PARAGRAPHS (1) AND (2).

"COVERED TRANSACTION." THE FOLLOWING:

(1) A TRANSACTION OR A SERIES OF TRANSACTIONS INVOLVING AT LEAST ONE HEALTH CARE ENTITY LOCATED IN THIS COMMONWEALTH AND ONE COVERED ENTITY, AND INCLUDES ANY OF THE FOLLOWING:

(I) A SALE, TRANSFER, LEASE, LEASEBACK AGREEMENT OR OTHER ENCUMBRANCE, OF A MATERIAL AMOUNT OF A HEALTH CARE ENTITY'S ASSETS, INCLUDING REAL PROPERTY, EMPLOYMENT GROUPS, EMERGENCY DEPARTMENTS OR OTHER UNITS.

(II) A CHANGE IN CONTROL OF A HEALTH CARE ENTITY.

(III) A CAPITAL DISTRIBUTION OR SIMILAR REDUCTION OF A HEALTH CARE ENTITY'S EQUITY CAPITAL BY A MATERIAL AMOUNT OR THE INCURSION OF AN OBLIGATION THAT COMMITS THE HEALTH CARE ENTITY TO MAKING A CAPITAL DISTRIBUTION OR SIMILAR REDUCTION OF EQUITY BY A MATERIAL AMOUNT.

(2) THE TERM DOES NOT INCLUDE:

(I) A MORTGAGE OR OTHER SECURE LOAN FOR BUSINESS IMPROVEMENT PURPOSES ENTERED INTO BY A HEALTH CARE ENTITY THAT DOES NOT DIRECTLY AFFECT DELIVERY OF HEALTH CARE OR GOVERNANCE OF THE HEALTH CARE ENTITY.

(II) A CLINICAL AFFILIATION OF HEALTH CARE ENTITY FORMED SOLELY FOR THE PURPOSE OF COLLABORATING ON CLINICAL TRIALS, PROVIDING GRADUATE MEDICAL EDUCATION OR PROVIDING CLINICAL SERVICES OR TRANSACTIONS FOR THE SALE, LICENSING OR OTHER EXCHANGE OF INTELLECTUAL PROPERTY.

(III) SUBCONTRACTS, LEASE AGREEMENTS OR OTHER TRANSACTIONS FOR THE PURPOSES OF DAY-TO-DAY BUSINESS OPERATIONS NOT INVOLVING THE DELIVERY OF HEALTH CARE TREATMENT, SERVICES OR DIRECT PATIENT CLINICAL CARE.

"DEPARTMENT." THE DEPARTMENT OF HEALTH OF THE COMMONWEALTH.

20250HB1460PN3687 - 24 - "HEALTH CARE ENTITY." A PERSON THAT DIRECTS OR CONTROLS, OR THROUGH AN AFFILIATE DIRECTS OR CONTROLS, ONE OR MORE OF THE FOLLOWING:

(1) A HOSPITAL;

OR (2) A HOSPICE.

"HOSPICE." THE TERM SHALL HAVE THE SAME MEANING AS IN SECTION 802.1 OF THE ACT OF JULY 19, 1979 (P.L.130, NO.48), KNOWN AS THE HEALTH CARE FACILITIES ACT.

"HOSPITAL." A FACILITY LICENSED AS A HOSPITAL UNDER 28 PA.

CODE PT.

IV SUBPT.

B (RELATING TO GENERAL AND SPECIAL HOSPITALS) WHICH PROVIDES EQUIPMENT AND SERVICES PRIMARILY FOR INPATIENT CARE TO INDIVIDUALS WHO REQUIRE TREATMENT FOR INJURY, ILLNESS, DISABILITY OR PREGNANCY.

THE TERM DOES NOT INCLUDE PUBLIC OR PRIVATE PSYCHIATRIC HOSPITALS, GENERAL NURSING FACILITIES, HOSPITAL-BASED NURSING FACILITIES, COUNTY-OPERATED NURSING FACILITIES, INTERMEDIATE CARE FACILITIES, PSYCHIATRIC TRANSITIONAL FACILITIES OR SPECIAL REHABILITATION NURSING FACILITIES, DRUG AND ALCOHOL REHABILITATION FACILITIES OR PHYSICIAN-OWNED HOSPITALS AS DEFINED UNDER 42 CFR § 489.3 (RELATING TO DEFINITIONS), OR A PERSON THAT THAT DIRECTS OR CONTROLS, OR THROUGH AN AFFILIATE DIRECTS OR CONTROLS, ONE OR MORE PHYSICIAN-OWNED HOSPITALS, SOLELY BY REASON OF THE PERSON'S OWNERSHIP, OPERATION, DIRECTION OR CONTROL OF A PHYSICIAN-OWNED HOSPITAL.

"LEASEBACK AGREEMENT." A TRANSACTION BY WHICH A PERSON SELLS, TRANSFERS, LEASES OR OTHERWISE ENCUMBERS, ASSETS OR REAL PROPERTY AND ENTERS INTO AN AGREEMENT WITH ANOTHER PERSON TO LEASE BACK THE SAME ASSETS OR REAL PROPERTY.

"MATERIAL AMOUNT." AN AMOUNT EQUAL TO AT LEAST $25,000,000 AS ADJUSTED UNDER SECTION 103.

20250HB1460PN3687 - 25 - "PRIVATE EQUITY COMPANY." A NONPUBLICLY TRADED ENTITY THAT COLLECTS CAPITAL INVESTMENTS FROM INDIVIDUALS OR ENTITIES.

"PRIVATE EQUITY FUND." AN ENTITY THAT DIRECTLY, OR THROUGH AN AFFILIATE, ACTS AS A CONTROL PERSON AND IS ANY OF THE FOLLOWING:

(1) A PERSON CONSIDERED AN INVESTMENT COMPANY UNDER 15 U.S.C.

§ 80A-3 (RELATING TO DEFINITION OF INVESTMENT COMPANY), EXCEPT FOR THE APPLICATION OF 15 U.S.C.

§ 80A-3(C) (1) AND (7).

(2) A VENTURE CAPITAL FUND AS DEFINED IN 17 CFR 275.203(L)-1 (RELATING TO VENTURE CAPITAL FUND DEFINED).

(3) A SOVEREIGN WEALTH FUND.

SECTION 103.

ADJUSTMENTS.

BEGINNING JANUARY 1, 2028, AND FOR EACH SUCCEEDING JANUARY 1 THEREAFTER, THE MATERIAL AMOUNT SHALL BE ADJUSTED FOR INFLATION.

THE ADJUSTMENT SHALL BE CALCULATED BY THE ATTORNEY GENERAL USING THE PERCENTAGE CHANGE IN THE CONSUMER PRICE INDEX FOR ALL URBAN CONSUMERS (CPI-U) FOR THE PENNSYLVANIA, NEW JERSEY, DELAWARE AND MARYLAND AREA.

IN CALCULATING THE ADJUSTMENT, THE ATTORNEY GENERAL SHALL USE THE MOST RECENT 12-MONTH PERIOD FOR WHICH FIGURES HAVE BEEN OFFICIALLY REPORTED BY THE UNITED STATES DEPARTMENT OF LABOR, BUREAU OF LABOR STATISTICS.

AT LEAST 60 DAYS PRIOR TO THE DATE THE ADJUSTMENT IS DUE TO TAKE EFFECT, THE PERCENTAGE INCREASE AND THE MATERIAL AMOUNT, ROUNDED TO THE NEAREST DOLLAR, SHALL BE DETERMINED BY THE ATTORNEY GENERAL.

THE ATTORNEY GENERAL SHALL, WITHIN 10 DAYS FOLLOWING THE DETERMINATION, TRANSMIT A NOTICE OF THE DETERMINATION TO THE LEGISLATIVE REFERENCE BUREAU FOR PUBLICATION IN THE NEXT AVAILABLE ISSUE OF THE PENNSYLVANIA BULLETIN.

CHAPTER 3 20250HB1460PN3687 - 26 - COVERED HEALTH CARE TRANSACTIONS SECTION 301.

TRANSACTIONS AGAINST PUBLIC INTEREST.

(A) GENERAL RULE.--EXCEPT AS PROVIDED UNDER SUBSECTION (B), A PERSON MAY NOT ENTER INTO A COVERED TRANSACTION THAT IS AGAINST THE PUBLIC INTEREST UNLESS THE PERSON COMPLIES WITH THE NOTIFICATION REQUIREMENTS UNDER THIS CHAPTER.

(B) EXCEPTION.--AN ACTION PROHIBITED UNDER SUBSECTION (A) MAY BE PERMITTED UNDER AN ASSURANCE OF VOLUNTARY COMPLIANCE IN ACCORDANCE WITH SECTION 304(C)(2) WHEN, AS DETERMINED BY THE ATTORNEY GENERAL, THERE IS NO FEASIBLE ALTERNATIVE TO PREVENT A HEALTH CARE ENTITY'S CLOSURE OR A GREATER LOSS OF HEALTH CARE SERVICES IN THE ABSENCE OF THE COVERED TRANSACTION.

SECTION 302.

FILING OF TRANSACTIONS.

(A) DUTIES OF COVERED ENTITY.--PRIOR TO CONSUMMATING A COVERED TRANSACTION, A COVERED ENTITY SHALL FILE A NOTIFICATION IN ACCORDANCE WITH SUBSECTION (B) AND COMPLETE ONE OF THE FOLLOWING:

(1) OBSERVE THE REVIEW PERIOD UNDER SUBSECTION (C);

OR (2) OBTAIN A WRITTEN NOTICE OF NO OBJECTION FROM THE ATTORNEY GENERAL THAT THE COVERED TRANSACTION IS NOT AGAINST THE PUBLIC INTEREST.

(B) NOTICE.--NOTIFICATION OF A COVERED TRANSACTION SHALL BE SUBMITTED TO THE ATTORNEY GENERAL ON A FORM AND IN A MANNER DEVELOPED BY THE ATTORNEY GENERAL.

THE NOTIFICATION SHALL INCLUDE ALL OF THE FOLLOWING, AS APPLICABLE:

(1) ALL ORGANIC DOCUMENTS, INCLUDING ARTICLES OF INCORPORATION, BYLAWS, OPERATING AGREEMENTS AND OTHER DOCUMENTS RELATED TO GOVERNANCE AND OWNERSHIP OF EACH PARTY.

(2) ALL COMPLETE TRANSACTION DOCUMENTS WITH ATTACHMENTS, INCLUDING COLLATERAL OR ANCILLARY AGREEMENTS INVOLVING 20250HB1460PN3687 - 27 - OFFICERS, DIRECTORS OR EMPLOYEES.

(3) ALL DOCUMENTS SIGNED BY THE PRINCIPALS, OR THE PRINCIPAL'S AGENTS, THAT ARE NECESSARY TO DETERMINE THE PROPOSED TRANSACTION'S EFFECT, IF ANY, ON AFFILIATES, WHETHER NONPROFIT OR FOR PROFIT.

(4) ANY OF THE FOLLOWING THAT COMPRISE PART OR ALL OF THE TRANSACTION:

(I) ASSET CONTRIBUTION AGREEMENTS.

(II) OPERATING AGREEMENTS.

(III) MANAGEMENT CONTRACTS.

(5) ALL INFORMATION NECESSARY TO EVALUATE THE EFFECTS OF THE TRANSACTION ON EACH COMPONENT OF AN INTEGRATED DELIVERY SYSTEM IF THAT TRANSACTION INVOLVES A HOSPITAL, INCLUDING ANY CHANGES IN CONTRACTS BETWEEN THE INTEGRATED DELIVERY SYSTEM ENTITIES AND RELATED PHYSICIAN GROUPS.

(6) ALL FINANCIAL DOCUMENTS OF THE TRANSACTION PARTIES AND RELATED ENTITIES, IF APPLICABLE, INCLUDING AUDITED FINANCIAL STATEMENTS, OWNERSHIP RECORDS, BUSINESS PROJECTION DATA, CURRENT CAPITAL ASSET VALUATION DATA AND ANY RECORDS UPON WHICH FUTURE EARNINGS, EXISTING ASSET VALUES AND FAIR MARKET VALUE ANALYSIS CAN BE BASED.

(7) ALL FAIRNESS OPINIONS AND INDEPENDENT VALUATION REPORTS OF THE ASSETS AND LIABILITIES OF THE PARTIES, PREPARED ON THE PARTIES' BEHALF.

(8) A LIST OF ALL DONOR RESTRICTED ASSETS, TOGETHER WITH ORIGINATION DOCUMENTS AND CURRENT FUND BALANCES.

(9) ALL RELEVANT CONTRACTS THAT MAY AFFECT VALUE, INCLUDING BUSINESS CONTRACTS AND EMPLOYEE CONTRACTS, SUCH AS BUY-OUT PROVISIONS, PROFIT-SHARING AGREEMENTS AND SEVERANCE PACKAGES.

20250HB1460PN3687 - 28 - (10) ALL INFORMATION AND REPRESENTATIONS DISCLOSING RELATED PARTY TRANSACTIONS THAT ARE NECESSARY TO ASSESS WHETHER THE TRANSACTION IS AT ARM'S LENGTH OR INVOLVES SELF- DEALING.

(11) ALL DOCUMENTS RELATING TO NONCASH ELEMENTS OF THE TRANSACTION, INCLUDING PERTINENT VALUATIONS OF SECURITY FOR LOANS AND STOCK RESTRICTIONS.

(12) ALL TAX-RELATED INFORMATION, INCLUDING THE EXISTENCE OF TAX-FREE DEBT SUBJECT TO REDEMPTION AND DISQUALIFIED PERSON TRANSACTIONS YIELDING TAX LIABILITY.

(13) A LIST OF ONGOING LITIGATION, INCLUDING FULL COURT CAPTIONS, INVOLVING THE TRANSACTION PARTIES OR THE TRANSACTION PARTIES' RELATED ENTITIES, THAT MAY AFFECT THE INTERESTS OF THE PARTIES.

(14) ALL INFORMATION IN THE POSSESSION OF THE TRANSACTING PARTIES RELATIVE TO THE PERSPECTIVE OF THE HEALTH CARE ENTITY'S PATIENT BASE AND COMMUNITIES SERVED, OR THEIR REPRESENTATIVES.

(15) ALL INFORMATION, INCLUDING INTERNAL AND EXTERNAL REPORTS AND STUDIES, BEARING ON THE EFFECT OF THE PROPOSED TRANSACTION ON THE AVAILABILITY OR ACCESSIBILITY OF HEALTH CARE IN THE AFFECTED COMMUNITY.

(16) A COMPLETE LIST OF ALL INSURANCE PLANS UNDER CONTRACT AND THE POLICIES' EXPIRATION DATES.

(17) ORGANIZATIONAL CHARTS OF THE PARTIES TO THE TRANSACTION, AS THEY EXIST BOTH PRECONSUMMATION AND POSTCONSUMMATION OF THE TRANSACTION, DETAILING THE RELATIONSHIP BETWEEN THE PRINCIPAL PARTIES, INCLUDING ANY SUBSIDIARY.

(18) COPIES OF ALL FILINGS SUBMITTED TO FEDERAL 20250HB1460PN3687 - 29 - REGULATORS, INCLUDING ANY FILING THE ENTITIES SUBMITTED TO THE FEDERAL TRADE COMMISSION OR THE UNITED STATES DEPARTMENT OF JUSTICE UNDER 15 U.S.C.

§ 18A (RELATING TO PREMERGER NOTIFICATION AND WAITING PERIOD).

(19) A STATEMENT AS TO WHETHER ANY PARTY TO THE TRANSACTION, OR A CONTROLLING PERSON OR PARENT COMPANY OF THE PARTY, OWNS ANY OTHER HEALTH CARE ENTITY WHICH, IN THE PAST THREE YEARS HAS CLOSED OPERATIONS, IS IN THE PROCESS OF CLOSING OPERATIONS OR HAS EXPERIENCED A SUBSTANTIAL REDUCTION IN SERVICES PROVIDED.

THE PARTIES SHALL SPECIFICALLY IDENTIFY THE HEALTH CARE ENTITY OR ENTITIES SUBJECT TO THE CLOSURE OR SUBSTANTIAL SERVICE REDUCTION AND DETAIL THE CIRCUMSTANCES OF THE CLOSURE.

(20) A STATEMENT AS TO WHETHER A SALE LEASEBACK AGREEMENT OR MORTGAGE OR LEAVE PAYMENTS OR OTHER PAYMENTS ASSOCIATED WITH REAL ESTATE ARE A COMPONENT OF THE PROPOSED TRANSACTION AND IF SO, THE PARTIES SHALL PROVIDE THE PROPOSED SALE-LEASEBACK AGREEMENT OR MORTGAGE, LEASE OR REAL ESTATE DOCUMENTS WITH THE NOTICE.

(21) ALL ADDITIONAL DOCUMENTS THAT THE ATTORNEY GENERAL DEEMS NECESSARY FOR REVIEW PURPOSES.

(C) REVIEW PERIOD.--PRIOR TO CONSUMMATING A COVERED TRANSACTION, A COVERED ENTITY SHALL UNDERGO A 60-DAY REVIEW PERIOD, WHICH SHALL BEGIN ON THE DATE THE ATTORNEY GENERAL RECEIVES THE NOTIFICATION REQUIRED UNDER SUBSECTION (B).

WITHIN TWO BUSINESS DAYS, THE ATTORNEY GENERAL SHALL CONFIRM RECEIPT OF THE NOTIFICATION WITH THE COVERED ENTITY THAT SUBMITTED THE NOTIFICATION.

UPON THE EXPIRATION OF THE REVIEW PERIOD PROVIDED FOR UNDER THIS SUBSECTION, AND ANY EXTENSION OF A REVIEW PERIOD UNDER SUBSECTION (D), THE COVERED TRANSACTION MAY PROCEED UNLESS 20250HB1460PN3687 - 30 - THE ATTORNEY GENERAL DETERMINES THE COVERED TRANSACTION IS AGAINST THE PUBLIC INTEREST.

(D) ADDITIONAL INFORMATION AND REVIEW PERIOD EXTENSIONS.-- (1) THE ATTORNEY GENERAL MAY, NO LATER THAN 30 DAYS PRIOR TO THE EXPIRATION OF THE REVIEW PERIOD UNDER SUBSECTION (C), REQUIRE THE SUBMISSION OF ADDITIONAL INFORMATION OR DOCUMENTARY MATERIAL FROM A PERSON WHO IS A PARTY TO THE PROPOSED COVERED TRANSACTION FOR WHICH A NOTIFICATION WAS FILED UNDER SUBSECTION (B) OR FROM ANY OFFICER, DIRECTOR, PARTNER, AGENT OR EMPLOYEE OF THE PERSON.

(2) THE ATTORNEY GENERAL MAY, IN ITS DISCRETION, EXTEND THE REVIEW PERIOD UNDER SUBSECTION (C) FOR AN ADDITIONAL 30 DAYS FOR A COVERED TRANSACTION AFTER THE DATE ON WHICH THE ATTORNEY GENERAL RECEIVES EITHER OF THE FOLLOWING FROM A PERSON TO WHOM A REQUEST IS MADE UNDER PARAGRAPH (1):

(I) ALL OF THE ADDITIONAL INFORMATION AND DOCUMENTARY MATERIAL REQUESTED;

OR (II) IF THE REQUEST IS NOT FULLY COMPLIED WITH, THE INFORMATION AND DOCUMENTARY MATERIAL SUBMITTED AND A STATEMENT OF THE REASONS FOR THE NONCOMPLIANCE.

(3) ADDITIONAL EXTENSIONS OF THE REVIEW PERIOD BEYOND WHAT IS REQUIRED UNDER SUBSECTION (C) MUST BE GRANTED BY A COURT IN ACCORDANCE WITH SECTION 305, PROVIDED THAT THE REQUEST IS FILED WITH THE COURT WITHIN FIVE DAYS OF THE EXPIRATION OF ALL APPLICABLE REVIEW PERIODS.

SECTION 303.

PUBLIC INPUT.

(A) PUBLIC HEARING.--PRIOR TO THE EXPIRATION OF THE RESPECTIVE REVIEW PERIOD UNDER SECTION 302(C), ALONG WITH ANY EXTENSION GRANTED UNDER SECTION 302(D), THE ATTORNEY GENERAL MAY CONDUCT ONE OR MORE PUBLIC HEARINGS ON THE PROPOSED COVERED 20250HB1460PN3687 - 31 - TRANSACTION.

(B) ACCESSIBILITY.-- (1) IF THE ATTORNEY GENERAL CONDUCTS A PUBLIC HEARING UNDER SUBSECTION (A), THE PUBLIC HEARING SHALL BE LIVE- STREAMED ON THE ATTORNEY GENERAL'S PUBLICLY ACCESSIBLE INTERNET WEBSITE.

(2) A VIDEO RECORDING OF THE PUBLIC HEARING SHALL BE POSTED ON THE ATTORNEY GENERAL'S PUBLICLY ACCESSIBLE INTERNET WEBSITE.

(C) SPECIFIC ENTITIES.--IF A COVERED TRANSACTION INVOLVES THE ACQUISITION OF A HEALTH CARE ENTITY, THE ATTORNEY GENERAL MAY HOLD A PUBLIC HEARING IN ANY COUNTY IN WHICH THE HEALTH CARE ENTITY IS LOCATED TO HEAR COMMENTS FROM INTERESTED PARTIES.

THE ATTORNEY GENERAL SHALL HAVE DISCRETION TO ESTABLISH THE FORM AND MANNER OF ALL PUBLIC HEARINGS HELD UNDER THIS SUBSECTION, BUT SHALL ALLOW ALL INTERESTED PARTIES TO SUBMIT WRITTEN TESTIMONY FOR THE RECORD.

INTERESTED PARTIES SHALL INCLUDE EMPLOYEES OF THE HEALTH CARE ENTITY, LEGAL AID ORGANIZATIONS, HEALTH ADVOCACY ORGANIZATIONS, PUBLIC OFFICIALS WHO REPRESENT THE AFFECTED COMMUNITY AND RESIDENTS OF THE AFFECTED COMMUNITY.

THE ATTORNEY GENERAL MAY REQUEST TESTIMONY AT A HEARING FROM STATE AGENCIES SUBJECT TO SECTION 306(D).

THE ATTORNEY GENERAL MAY ALSO ACCEPT TESTIMONY AND COMMENTS AT THE PUBLIC HEARING FROM OTHER RELATED INTERESTED PARTIES, INCLUDING HEALTH CARE ADVOCACY GROUPS, PROVIDERS, PATIENTS AND CAREGIVERS.

(D) NOTICE.--AT LEAST 14 DAYS BEFORE THE DATE OF THE PUBLIC HEARING, THE ATTORNEY GENERAL SHALL PROVIDE WRITTEN NOTICE OF THE DATE, TIME AND PLACE OF THE PUBLIC HEARING:

(1) ON THE ATTORNEY GENERAL'S PUBLICLY ACCESSIBLE INTERNET WEBSITE.

20250HB1460PN3687 - 32 - (2) THROUGH SOCIAL AND BROADCAST MEDIA.

(3) THROUGH PUBLICATION IN ONE OR MORE NEWSPAPERS OF GENERAL CIRCULATION IN THE AFFECTED COMMUNITY.

(4) TO THE GOVERNING BODY OF EACH COUNTY AND MUNICIPALITY WITHIN THE AFFECTED COMMUNITY.

(E) SUBSTANTIVE CHANGES TO PROPOSAL.--IF A SUBSTANTIVE CHANGE IN THE COVERED TRANSACTION IS SUBMITTED TO THE ATTORNEY GENERAL AFTER THE INITIAL PUBLIC HEARING, THE ATTORNEY GENERAL MAY CONDUCT AN ADDITIONAL PUBLIC HEARING TO HEAR COMMENTS FROM INTERESTED PARTIES WITH RESPECT TO THE CHANGE.

SECTION 304.

OBJECTIONS BY ATTORNEY GENERAL.

(A) NOTICE.--NO LATER THAN THE FINAL DATE OF EXPIRATION OF THE RESPECTIVE REVIEW PERIOD UNDER SECTION 302(C), ALONG WITH ANY EXTENSION GRANTED UNDER SECTION 302(D), THE ATTORNEY GENERAL SHALL ISSUE A WRITTEN NOTICE TO THE COVERED ENTITY AND HEALTH CARE ENTITY EXPLAINING WHETHER THE COVERED TRANSACTION IS LIKELY TO HAVE AN IMPACT THAT IS AGAINST THE PUBLIC INTEREST.

(B) DEPARTMENT INPUT.--PRIOR TO MAKING A DETERMINATION WHETHER A COVERED TRANSACTION IS AGAINST THE PUBLIC INTEREST, THE ATTORNEY GENERAL SHALL CONSULT WITH THE DEPARTMENT REGARDING THE COVERED TRANSACTION'S POTENTIAL IMPACT ON THE EXISTING PATIENT BASE AND AFFECTED COMMUNITY.

(C) ACTION.--IF THE VIEW OF THE ATTORNEY GENERAL, AFTER CONSULTATION WITH THE DEPARTMENT, IS THAT THE PROPOSED COVERED TRANSACTION IS AGAINST THE PUBLIC INTEREST, THE ATTORNEY GENERAL, ON BEHALF OF THE COMMONWEALTH, MAY:

(1) NO LATER THAN 30 DAYS AFTER ISSUING A WRITTEN NOTICE UNDER SUBSECTION (A) OR THE FINAL DATE OF EXPIRATION OF THE RESPECTIVE REVIEW PERIOD UNDER SECTION 302, WHICHEVER IS LATER, COMMENCE AN ACTION IN A COURT OF COMPETENT 20250HB1460PN3687 - 33 - JURISDICTION TO ENJOIN THE COVERED TRANSACTION;

OR (2) ENTER INTO AN ASSURANCE OF VOLUNTARY COMPLIANCE WITH THE COVERED ENTITY AND THE HEALTH CARE ENTITY, WHICH SHALL BE FILED WITH COMMONWEALTH COURT, THAT IMPOSES CONDITIONS OR OTHERWISE MITIGATES THE ASPECTS THAT MAKE THE COVERED TRANSACTION AGAINST THE PUBLIC INTEREST.

(D) MONITORING.-- (1) AN ASSURANCE OF VOLUNTARY COMPLIANCE ENTERED INTO UNDER SUBSECTION (C) SHALL INCLUDE AN INITIAL MONITORING PERIOD OF NOT MORE THAN FIVE YEARS.

THE MONITORING PERIOD MAY BE EXTENDED FOR AN ADDITIONAL PERIOD OF NOT MORE THAN FIVE YEARS AT THE DISCRETION OF THE ATTORNEY GENERAL.

(2) THE ATTORNEY GENERAL SHALL CONSULT WITH THE DEPARTMENT PRIOR TO SETTING THE LENGTH OF THE INITIAL MONITORING PERIOD AND ANY EXTENSION.

(3) THE ATTORNEY GENERAL SHALL CONSULT WITH THE DEPARTMENT TO ESTABLISH ANY DUTIES AND RESPONSIBILITIES THAT THE DEPARTMENT MAY BE REQUIRED TO PERFORM TO ENSURE THAT THE COVERED ENTITY AND HEALTH CARE ENTITY COMPLY WITH THE TERMS AND CONDITIONS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE, INCLUDING MONITORING THE ONSITE OPERATIONS OF THE HEALTH CARE ENTITY.

(4) DURING THE MONITORING PERIOD, THE ATTORNEY GENERAL AND THE DEPARTMENT, AS NECESSARY, SHALL MONITOR, EVALUATE AND ASSESS THE COVERED ENTITY AND HEALTH CARE ENTITY TO ENSURE COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE.

(E) COSTS OF MONITORING.-- (1) THE COVERED ENTITY SHALL PAY FOR THE COSTS OF THE ATTORNEY GENERAL'S AND THE DEPARTMENT'S MONITORING, 20250HB1460PN3687 - 34 - EVALUATION AND ASSESSMENT OF THE COVERED ENTITY'S AND HEALTH CARE ENTITY'S COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE DURING A MONITORING PERIOD ESTABLISHED UNDER SUBSECTION (D).

(2) THE ATTORNEY GENERAL, IN CONSULTATION WITH THE DEPARTMENT, SHALL DETERMINE THE AMOUNT OF THE COMPLIANCE MONITORING COST UNDER THIS SUBSECTION, WHICH SHALL BE:

(I) INCLUDED IN THE ASSURANCE OF VOLUNTARY COMPLIANCE;

(II) PAID BY THE COVERED ENTITY;

AND (III) PLACED IN AN ESCROW ACCOUNT DURING THE MONITORING PERIOD.

(F) LICENSING.--A HEALTH CARE ENTITY'S LICENSE MAY NOT BE REVOKED, DENIED, IMPEDED OR CITED FOR NONCOMPLIANCE DUE SOLELY TO A FILING OR REVIEW UNDER THIS CHAPTER.

SECTION 305.

COMPLIANCE AND POWER OF COURT.

IF A PERSON SUBSTANTIALLY FAILS TO COMPLY WITH THE NOTIFICATION REQUIREMENT UNDER SECTION 302(A) OR ANY REQUEST FOR THE SUBMISSION OF ADDITIONAL INFORMATION OR DOCUMENTARY MATERIAL UNDER SECTION 302(B) WITHIN THE RESPECTIVE REVIEW PERIOD UNDER 302(C), ALONG WITH ANY EXTENSION GRANTED UNDER SECTION 302(D), THE COURT MAY, IN ITS DISCRETION, DO ANY OR ALL OF THE FOLLOWING:

(1) ORDER COMPLIANCE.

(2) EXTEND THE REVIEW PERIOD UNTIL THERE HAS BEEN SUBSTANTIAL COMPLIANCE.

(3) GRANT OTHER EQUITABLE RELIEF AS THE COURT DETERMINES NECESSARY OR APPROPRIATE.

SECTION 306.

POWERS AND DUTIES OF ATTORNEY GENERAL.

(A) RULES AND REGULATIONS.--THE ATTORNEY GENERAL, IN 20250HB1460PN3687 - 35 - CONSULTATION WITH THE DEPARTMENT, SHALL ISSUE RULES AND PROMULGATE REGULATIONS AS MAY BE NECESSARY TO CARRY OUT AND ENFORCE THIS CHAPTER.

(B) CONTRACTS.-- (1) THE ATTORNEY GENERAL MAY DO ANY OF THE FOLLOWING:

(I) CONTRACT WITH, SHARE INFORMATION WITH AND CONSULT AND RECEIVE ADVICE FROM ANY FEDERAL AGENCY OR COMMONWEALTH AGENCY AS THE ATTORNEY GENERAL DEEMS APPROPRIATE TO IMPLEMENT THIS CHAPTER.

(II) AT THE ATTORNEY GENERAL'S SOLE DISCRETION, CONTRACT WITH EXPERTS OR CONSULTANTS TO ASSIST IN REVIEWING THE PROPOSED COVERED TRANSACTION.

(2) THE COST OF A CONTRACT ENTERED INTO UNDER PARAGRAPH (1) MUST BE AN AMOUNT THAT IS REASONABLE AND NECESSARY TO CONDUCT THE REVIEW AND EVALUATION.

(3) THE ATTORNEY GENERAL SHALL BE ENTITLED TO REIMBURSEMENT FROM THE COVERED ENTITY SEEKING CONSENT FOR THE COVERED TRANSACTION FOR ALL ACTUAL, REASONABLE AND DIRECT COSTS INCURRED IN REVIEWING, EVALUATING AND MAKING A DETERMINATION UNDER SECTION 304(A), INCLUDING ADMINISTRATIVE COSTS.

THE COVERED ENTITY SHALL PAY THE ATTORNEY GENERAL WITHIN 30 DAYS OF THE REQUEST FROM THE ATTORNEY GENERAL.

THE ATTORNEY GENERAL MAY PROVIDE ADDITIONAL TIME FOR THE COVERED ENTITY TO PAY COSTS UNDER THIS PARAGRAPH, NOT TO EXCEED 90 ADDITIONAL DAYS.

IF THE TRANSACTION INVOLVES A MERGER OR ACQUISITION, THE FOLLOWING SHALL APPLY:

(I) NEITHER THE ATTORNEY GENERAL NOR THE COVERED ENTITY MAY SEEK REIMBURSEMENT FROM THE HEALTH CARE ENTITY FOR ANY COSTS UNDER THIS PARAGRAPH.

THE COVERED ENTITY SHALL BE RESPONSIBLE FOR ALL OF THE COSTS.

AS PART OF ANY 20250HB1460PN3687 - 36 - SETTLEMENT, COURT DECREE OR OTHER AGREEMENT, THE COVERED ENTITY MUST AGREE TO NOT RECOUP ANY OF THE COVERED ENTITY'S SHARE OF THE COSTS FROM THE HEALTH CARE ENTITY.

(II) A COVERED ENTITY MAY PETITION A COURT OF COMPETENT JURISDICTION FOR A WAIVER OF ANY OR ALL OF THE COVERED ENTITY'S COSTS DUE TO FINANCIAL HARDSHIP OR OTHER FACTORS AS THE COURT DETERMINES FOR GOOD CAUSE SHOWN.

THE COURT SHALL DETERMINE WHETHER THE COVERED ENTITY INTENTIONALLY AND KNOWINGLY MISMANAGED ITS FUNDS FOR THE PURPOSE OF BECOMING FINANCIALLY DISTRESSED TO OBTAIN APPROVAL UNDER THIS SUBPARAGRAPH.

IF THE COURT FINDS THAT THE COVERED ENTITY INTENTIONALLY AND KNOWINGLY MISMANAGED THE COVERED ENTITY'S FUNDS FOR THE PURPOSE OF BECOMING FINANCIALLY DISTRESSED TO OBTAIN APPROVAL UNDER THIS SUBPARAGRAPH, THE COURT MAY NOT GRANT THE WAIVER PETITION.

(III) IF, IN THE VIEW OF THE ATTORNEY GENERAL, PAYMENT OF COSTS WILL PREVENT THE COVERED TRANSACTION FROM BEING CONSUMMATED, THE ATTORNEY GENERAL MAY, AT ITS OWN DISCRETION, OR AT THE REQUEST OF THE COVERED ENTITY, WAIVE ANY OR ALL OF THE COVERED ENTITY'S COSTS.

(4) NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS ACT, A COVERED TRANSACTION MAY NOT BE COMPLETED UNLESS AN AGREEMENT HAS BEEN EXECUTED BETWEEN THE ATTORNEY GENERAL AND THE COVERED ENTITY FOR THE PAYMENT OF COSTS IN ACCORDANCE WITH THIS SUBSECTION.

(C) COMPLIANCE.--IF A COVERED ENTITY OR HEALTH CARE ENTITY ENTERS INTO AN ASSURANCE OF VOLUNTARY COMPLIANCE WITH THE COMMONWEALTH UNDER SECTION 304(C)(2):

(1) THE ATTORNEY GENERAL SHALL MONITOR, ASSESS AND 20250HB1460PN3687 - 37 - EVALUATE A COVERED ENTITY AND HEALTH CARE ENTITY TO ENSURE COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE FOR THE DURATION OF THE MONITORING PERIOD ESTABLISHED UNDER SECTION 304(D).

(2) THE ATTORNEY GENERAL MAY REQUEST DOCUMENTS AND OTHER INFORMATION FROM A COVERED ENTITY OR A HEALTH CARE ENTITY, OR BOTH, TO MONITOR COMPLIANCE WITH THE TERMS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE UNDER SECTION 304(C).

UPON RECEIVING A REQUEST FROM THE ATTORNEY GENERAL, A COVERED ENTITY OR HEALTH CARE ENTITY SHALL RESPOND TO THE REQUEST WITHIN 30 DAYS.

(3) IF THE ATTORNEY GENERAL DETERMINES THAT THE HEALTH CARE ENTITY OR COVERED ENTITY HAS FAILED TO COMPLY WITH TERMS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE, THE ATTORNEY GENERAL MAY SEEK IMMEDIATE RELIEF IN COMMONWEALTH COURT TO ENFORCE THE CONDITIONS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE, AND THE COMMONWEALTH COURT MAY IMPOSE ANY PENALTIES AUTHORIZED BY LAW OR THE TERMS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE.

(4) THE ATTORNEY GENERAL SHALL BE REIMBURSED FROM AN ESCROW ACCOUNT ESTABLISHED UNDER SECTION 304(E) FOR COSTS RELATED TO THE ONGOING MONITORING, ASSESSMENT AND EVALUATION OF A COVERED ENTITY'S OR HEALTH CARE ENTITY'S COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE DURING THE MONITORING PERIOD.

(D) AGENCY COOPERATION.-- (1) EXCEPT AS OTHERWISE PROHIBITED BY FEDERAL OR STATE LAW OR A COURT ORDER, THE DEPARTMENT, THE DEPARTMENT OF HUMAN SERVICES AND THE INSURANCE DEPARTMENT SHALL ASSIST THE ATTORNEY GENERAL IN REVIEWING THE PROPOSED AGREEMENT AND 20250HB1460PN3687 - 38 - TRANSACTION, IF REQUESTED, AND SHALL COMPLY WITH ANY REQUEST FOR TESTIMONY OR INFORMATION AS MAY BE NECESSARY AND APPROPRIATE FOR THE ATTORNEY GENERAL TO REVIEW A PROPOSED COVERED TRANSACTION.

(2) EXCEPT AS OTHERWISE PROHIBITED BY FEDERAL OR STATE LAW OR A COURT ORDER, THE ATTORNEY GENERAL SHALL COMPLY WITH ANY REQUEST FOR INFORMATION FROM THE INSURANCE DEPARTMENT AS MAY BE NECESSARY AND APPROPRIATE FOR THE INSURANCE DEPARTMENT TO CONCURRENTLY REVIEW A PROPOSED TRANSACTION UNDER ARTICLE XIV OF THE ACT OF MAY 17, 1921 (P.L.682, NO.284), KNOWN AS THE INSURANCE COMPANY LAW OF 1921.

DOCUMENTS PROVIDED BY THE ATTORNEY GENERAL TO THE INSURANCE DEPARTMENT UNDER THIS PARAGRAPH SHALL BE TREATED AS CONFIDENTIAL AND ARE SUBJECT TO THE PROVISIONS OF SECTION 308.

(3) EXCEPT AS OTHERWISE PROHIBITED BY FEDERAL OR STATE LAW OR A COURT ORDER, THE ATTORNEY GENERAL SHALL COMPLY WITH ANY REQUEST FOR INFORMATION FROM THE DEPARTMENT AS MAY BE NECESSARY AND APPROPRIATE TO CONCURRENTLY REVIEW A PROPOSED TRANSACTION UNDER THE ACT OF JULY 19, 1979 (P.L.130, NO.48), KNOWN AS THE HEALTH CARE FACILITIES ACT.

DOCUMENTS PROVIDED BY THE ATTORNEY GENERAL TO THE DEPARTMENT UNDER THIS PARAGRAPH SHALL BE TREATED AS CONFIDENTIAL AND ARE SUBJECT TO THE PROVISIONS OF SECTION 308.

SECTION 307.

POWERS AND DUTIES OF DEPARTMENT.

(A) (RESERVED).

(B) COMPLIANCE MONITORING.--IF A HEALTH CARE ENTITY OR COVERED ENTITY ENTERS INTO AN ASSURANCE OF VOLUNTARY COMPLIANCE ENTITY WITH THE COMMONWEALTH UNDER SECTION 304(C):

(1) AFTER CONSULTATION WITH THE ATTORNEY GENERAL, THE DEPARTMENT SHALL MONITOR, ASSESS AND EVALUATE A HEALTH CARE 20250HB1460PN3687 - 39 - ENTITY AND COVERED ENTITY TO ENSURE COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE.

IF THE DEPARTMENT DETERMINES THAT THE HEALTH CARE ENTITY OR COVERED ENTITY HAS FAILED TO COMPLY WITH TERMS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE, THE DEPARTMENT SHALL IMMEDIATELY NOTIFY THE ATTORNEY GENERAL OF ITS FINDINGS.

(2) THE DEPARTMENT MAY REQUEST DOCUMENTS AND OTHER INFORMATION FROM A COVERED ENTITY OR A HEALTH CARE ENTITY OR BOTH TO MONITOR COMPLIANCE WITH THE TERMS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE UNDER SECTION 304(C).

UPON RECEIVING A REQUEST FROM THE DEPARTMENT, A COVERED ENTITY OR HEALTH CARE ENTITY SHALL RESPOND TO THE REQUEST WITHIN 30 DAYS.

(3) THE DEPARTMENT SHALL BE REIMBURSED FROM AN ESCROW ACCOUNT ESTABLISHED UNDER SECTION 304(E) FOR COSTS RELATED TO THE ONGOING MONITORING, ASSESSMENT AND EVALUATION OF A HEALTH CARE ENTITY AND COVERED ENTITY'S COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE ASSURANCE OF VOLUNTARY COMPLIANCE DURING THE MONITORING PERIOD.

THE DEPARTMENT MAY NOT BE REIMBURSED FROM THE ESCROW ACCOUNT FOR EXPENSES THAT WOULD BE OTHERWISE CONSIDERED NORMAL OPERATIONAL EXPENSES, INCLUDING MONITORING VISITS FOR COMPLIANCE TO FEDERAL AND STATE REGULATIONS.

SECTION 308.

CONFIDENTIAL TREATMENT.

(A) CONFIDENTIALITY.--ALL INFORMATION, DOCUMENTS, MATERIALS AND COPIES THEREOF IN THE POSSESSION OR CONTROL OF THE ATTORNEY GENERAL OR THE DEPARTMENT THAT ARE PRODUCED FOR, OBTAINED BY OR DISCLOSED TO THE ATTORNEY GENERAL OR THE DEPARTMENT IN THE COURSE OF A COVERED ENTITY, HEALTH CARE ENTITY OR COMMONWEALTH AGENCY COMPLYING WITH THE REQUIREMENTS OF SECTION 302(B), 303(A), 306(C) OR (D) OR 307(B) SHALL BE PRIVILEGED AND GIVEN 20250HB1460PN3687 - 40 - CONFIDENTIAL TREATMENT AND SHALL NOT BE:

(1) SUBJECT TO DISCOVERY OR ADMISSIBLE IN EVIDENCE IN A PRIVATE CIVIL ACTION.

(2) SUBJECT TO SUBPOENA.

(3) SUBJECT TO THE ACT OF FEBRUARY 14, 2008 (P.L.6, NO.3), KNOWN AS THE RIGHT-TO-KNOW LAW.

(4) MADE PUBLIC BY THE ATTORNEY GENERAL, THE DEPARTMENT OR ANY OTHER PERSON, EXCEPT TO REGULATORY OR LAW ENFORCEMENT OFFICIALS OF THIS COMMONWEALTH OR OTHER JURISDICTIONS OR EXPERTS OR CONSULTANTS UNDER CONTRACT WITH THE ATTORNEY GENERAL UNDER SECTION 306(B), WITHOUT THE PRIOR WRITTEN CONSENT OF THE HEALTH CARE ENTITY OR COVERED ENTITY TO WHICH IT PERTAINS.

(B) TESTIFYING IN A CIVIL ACTION.--THE ATTORNEY GENERAL, THE DEPARTMENT, ANY OTHER COMMONWEALTH AGENCY OR ANY INDIVIDUAL OR PERSON, WHO RECEIVES DOCUMENTS, MATERIALS OR OTHER INFORMATION, WHILE ACTING UNDER THE AUTHORITY OF THE ATTORNEY GENERAL OR THE DEPARTMENT, OR WITH WHOM THE DOCUMENTS, MATERIALS OR OTHER INFORMATION ARE SHARED UNDER THIS CHAPTER, SHALL NOT BE PERMITTED OR REQUIRED TO TESTIFY IN ANY PRIVATE CIVIL ACTION CONCERNING ANY CONFIDENTIAL DOCUMENTS, MATERIALS OR INFORMATION COVERED UNDER THIS SECTION.

CHAPTER 10 MISCELLANEOUS PROVISIONS SECTION 1001.

CONSTRUCTION.

THIS ACT SHALL NOT BE CONSTRUED TO:

(1) NARROW, ABROGATE OR OTHERWISE ALTER THE AUTHORITY OF THE ATTORNEY GENERAL TO MAINTAIN COMPETITIVE MARKETS AND PROSECUTE OR ENFORCE VIOLATIONS OF ANTITRUST AND UNFAIR TRADE PRACTICES LAWS.

20250HB1460PN3687 - 41 - (2) NARROW, ABROGATE OR OTHERWISE ALTER THE AUTHORITY OF THE DEPARTMENT TO OVERSEE AND APPROVE OR DISAPPROVE THE CHANGE OF OWNERSHIP OF OR REGULATE A HEALTH CARE FACILITY UNDER THE ACT OF JULY 19, 1979 (P.L.130, NO.48), KNOWN AS THE HEALTH CARE FACILITIES ACT.

(3) PROHIBIT A FEDERAL AGENCY, COMMONWEALTH AGENCY OR OTHER STATE AGENCY FROM REGULATING A COVERED TRANSACTION OR JOINING AS PARTY IN AN ACTION SEEKING TO ENJOIN A COVERED TRANSACTION, INCLUDING THE INSURANCE DEPARTMENT'S JURISDICTION TO REVIEW AN EXPOSED TRANSACTION UNDER ARTICLE XIV OF THE ACT OF MAY 17, 1921 (P.L.682, NO.284), KNOWN AS THE INSURANCE COMPANY LAW OF 1921.

SECTION 1002.

STUDY AND REPORT BY LEGISLATIVE BUDGET AND FINANCE COMMITTEE.

NO LATER THAN THREE YEARS FROM THE EFFECTIVE DATE OF THIS SECTION, THE LEGISLATIVE BUDGET AND FINANCE COMMITTEE SHALL PERFORM A STUDY ON THE EFFECTS OF THIS CHAPTER AND THE IMPACTS OF PRIVATE EQUITY ON THIS COMMONWEALTH'S HEALTH CARE SYSTEM AND SHALL REPORT ITS FINDINGS TO THE PRESIDENT PRO TEMPORE OF THE SENATE, THE MINORITY LEADER OF THE SENATE, THE SPEAKER OF THE HOUSE OF REPRESENTATIVES AND THE MINORITY LEADER OF THE HOUSE OF REPRESENTATIVES.

SECTION 1003.

EFFECTIVE DATE.

THIS ACT SHALL TAKE EFFECT IN 180 DAYS.

20250HB1460PN3687 - 42 -