Minnesota Session Laws - 2023, Regular Session

CHAPTER 66--H.F.No. 402

An act

relating to health; establishing requirements for certain health care entity transactions; reporting data of certain health care transactions; changing the expiration date on moratorium conversion transactions; requiring a health system to return charitable assets received from the state to the general fund in certain circumstances; requiring a study on the regulation of certain transactions; requiring a report;

amending Minnesota Statutes 2022, section 62U.04, subdivision 11; Laws 2017, First Special Session chapter 6, article 5, section 11, as amended; proposing coding for new law in Minnesota Statutes, chapter 309; proposing coding for new law as Minnesota Statutes, chapter 145D.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

Section 1.

Minnesota Statutes 2022, section 62U.04, subdivision 11, is amended to read:

Subd. 11.

Restricted uses of the all-payer claims data.

(a) Notwithstanding subdivision 4, paragraph (b), and subdivision 5, paragraph (b), the commissioner or the commissioner's designee shall only use the data submitted under subdivisions 4 and 5 for the following purposes:

(1) to evaluate the performance of the health care home program as authorized under section 62U.03, subdivision 7;

(2) to study, in collaboration with the reducing avoidable readmissions effectively (RARE) campaign, hospital readmission trends and rates;

(3) to analyze variations in health care costs, quality, utilization, and illness burden based on geographical areas or populations;

(4) to evaluate the state innovation model (SIM) testing grant received by the Departments of Health and Human Services, including the analysis of health care cost, quality, and utilization baseline and trend information for targeted populations and communities; deleted text begin and deleted text end

(5) to compile one or more public use files of summary data or tables that must:

(i) be available to the public for no or minimal cost by March 1, 2016, and available by web-based electronic data download by June 30, 2019;

(ii) not identify individual patients, payers, or providers;

(iii) be updated by the commissioner, at least annually, with the most current data available;

(iv) contain clear and conspicuous explanations of the characteristics of the data, such as the dates of the data contained in the files, the absence of costs of care for uninsured patients or nonresidents, and other disclaimers that provide appropriate context; and

(v) not lead to the collection of additional data elements beyond what is authorized under this section as of June 30, 2015 deleted text begin . deleted text end new text begin ; and new text end

new text begin (6) to conduct analyses of the impact of health care transactions on health care costs, market consolidation, and quality under section 145D.01, subdivision 6. new text end

(b) The commissioner may publish the results of the authorized uses identified in paragraph (a) so long as the data released publicly do not contain information or descriptions in which the identity of individual hospitals, clinics, or other providers may be discerned.

(c) Nothing in this subdivision shall be construed to prohibit the commissioner from using the data collected under subdivision 4 to complete the state-based risk adjustment system assessment due to the legislature on October 1, 2015.

(d) The commissioner or the commissioner's designee may use the data submitted under subdivisions 4 and 5 for the purpose described in paragraph (a), clause (3), until July 1, 2023.

(e) The commissioner shall consult with the all-payer claims database work group established under subdivision 12 regarding the technical considerations necessary to create the public use files of summary data described in paragraph (a), clause (5).

Sec. 2.

new text begin [145D.01] REQUIREMENTS FOR CERTAIN HEALTH CARE ENTITY TRANSACTIONS. new text end

new text begin Subdivision 1. new text end

new text begin Definitions. new text end

new text begin (a) For purposes of this chapter, the following terms have the meanings given. new text end

new text begin (b) "Captive professional entity" means a professional corporation, limited liability company, or other entity formed to render professional services in which a beneficial owner is a health care provider employed by, controlled by, or subject to the direction of a hospital or hospital system. new text end

new text begin (c) "Commissioner" means the commissioner of health. new text end

new text begin (d) "Control," including the terms "controlling," "controlled by," and "under common control with," means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a health care entity, whether through the ownership of voting securities, membership in an entity formed under chapter 317A, 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, corporate office held by, or court appointment of, the person. Control is presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing 40 percent or more of the voting securities of any other person, or if any person, directly or indirectly, constitutes 40 percent or more of the membership of an entity formed under chapter 317A. The attorney general may determine that control exists in fact, notwithstanding the absence of a presumption to that effect. new text end

new text begin (e) "Health care entity" means: new text end

new text begin (1) a hospital; new text end

new text begin (2) a hospital system; new text end

new text begin (3) a captive professional entity; new text end

new text begin (4) a medical foundation; new text end

new text begin (5) a health care provider group practice; new text end

new text begin (6) an entity organized or controlled by an entity listed in clauses (1) to (5); or new text end

new text begin (7) an entity that owns or exercises control over an entity listed in clauses (1) to (5). new text end

new text begin (f) "Health care provider" means a physician licensed under chapter 147, a physician assistant licensed under chapter 147A, or an advanced practice registered nurse as defined in section 148.171, subdivision 3, who provides health care services, including but not limited to medical care, consultation, diagnosis, or treatment. new text end

new text begin (g) "Health care provider group practice" means two or more health care providers legally organized in a partnership, professional corporation, limited liability company, medical foundation, nonprofit corporation, faculty practice plan, or other similar entity: new text end

new text begin (1) in which each health care provider who is a member of the group provides services that a health care provider routinely provides, including but not limited to medical care, consultation, diagnosis, and treatment, through the joint use of shared office space, facilities, equipment, or personnel; new text end

new text begin (2) for which substantially all services of the health care providers who are group members are provided through the group and are billed in the name of the group practice and amounts so received are treated as receipts of the group; or new text end

new text begin (3) in which the overhead expenses of, and the income from, the group are distributed in accordance with methods previously determined by members of the group. new text end

new text begin An entity that otherwise meets the definition of health care provider group practice in this paragraph shall be considered a health care provider group practice even if its shareholders, partners, members, or owners include a professional corporation, limited liability company, or other entity in which any beneficial owner is a health care provider and that is formed to render professional services. new text end

new text begin (h) "Hospital" means a health care facility licensed as a hospital under sections 144.50 to 144.56. new text end

new text begin (i) "Medical foundation" means a nonprofit legal entity through which health care providers perform research or provide medical services. new text end

new text begin (j) "Transaction" means a single action, or a series of actions within a five-year period, which occurs in part within the state of Minnesota or involves a health care entity formed or licensed in Minnesota, that constitutes: new text end

new text begin (1) a merger or exchange of a health care entity with another entity; new text end

new text begin (2) the sale, lease, or transfer of 40 percent or more of the assets of a health care entity to another entity; new text end

new text begin (3) the granting of a security interest of 40 percent or more of the property and assets of a health care entity to another entity; new text end

new text begin (4) the transfer of 40 percent or more of the shares or other ownership of a health care entity to another entity; new text end

new text begin (5) an addition, removal, withdrawal, substitution, or other modification of one or more members of the health care entity's governing body that transfers control, responsibility for, or governance of the health care entity to another entity; new text end

new text begin (6) the creation of a new health care entity; new text end

new text begin (7) an agreement or series of agreements that results in the sharing of 40 percent or more of the health care entity's revenues with another entity, including affiliates of such other entity; new text end

new text begin (8) an addition, removal, withdrawal, substitution, or other modification of the members of a health care entity formed under chapter 317A that results in a change of 40 percent or more of the membership of the health care entity; or new text end

new text begin (9) any other transfer of control of a health care entity to, or acquisition of control of a health care entity by, another entity. new text end

new text begin (k) A transaction as defined in paragraph (j) does not include: new text end

new text begin (1) an action or series of actions that meets one or more of the criteria set forth in paragraph (j), clauses (1) to (9), if, immediately prior to all such actions, the health care entity directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, all other parties to the action or series of actions; new text end

new text begin (2) a mortgage or other secured 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; new text end

new text begin (3) a clinical affiliation of health care entities formed solely for the purpose of collaborating on clinical trials or providing graduate medical education; new text end

new text begin (4) the mere offer of employment to, or hiring of, a health care provider by a health care entity; new text end

new text begin (5) contracts between a health care entity and a health care provider primarily for clinical services; or new text end

new text begin (6) a single action or series of actions within a five-year period involving only entities that operate solely as a nursing home licensed under chapter 144A; a boarding care home licensed under sections 144.50 to 144.56; a supervised living facility licensed under sections 144.50 to 144.56; an assisted living facility licensed under chapter 144G; a foster care setting licensed under Minnesota Rules, parts 9555.5105 to 9555.6265, for a physical location that is not the primary residence of the license holder; a community residential setting as defined in section 245D.02, subdivision 4a; or a home care provider licensed under sections 144A.471 to 144A.483. new text end

new text begin Subd. 2. new text end

new text begin Notice required. new text end

new text begin (a) This subdivision applies to all transactions where: new text end

new text begin (1) the health care entity involved in the transaction has average revenue of at least $80,000,000 per year; or new text end

new text begin (2) the transaction will result in an entity projected to have average revenue of at least $80,000,000 per year once the entity is operating at full capacity. new text end

new text begin (b) A health care entity must provide notice to the attorney general and the commissioner and comply with this subdivision before entering into a transaction. Notice must be provided at least 60 days before the proposed completion date of the transaction, subject to waiver of all or any part of this waiting period under paragraph (f). new text end

new text begin (c) Subject to waiver of all or any part of these disclosure requirements under paragraph (f), as part of the notice required under this subdivision, at least 60 days before the proposed completion date of the transaction, a health care entity must affirmatively disclose the following to the attorney general and the commissioner: new text end

new text begin (1) the entities involved in the transaction; new text end

new text begin (2) the leadership of the entities involved in the transaction, including all board members, managing partners, member managers, and officers; new text end

new text begin (3) the services provided by each entity and the attributed revenue for each entity by location; new text end

new text begin (4) the primary service area for each location; new text end

new text begin (5) the proposed service area for each location; new text end

new text begin (6) the current relationships between the entities and the affected health care providers and practices, the locations of affected health care providers and practices, the services provided by affected health care providers and practices, and the proposed relationships between the entities and the affected health care providers and practices; new text end

new text begin (7) the terms of the transaction agreement or agreements; new text end

new text begin (8) all consideration related to the transaction; new text end

new text begin (9) markets in which the entities expect postmerger synergies to produce a competitive advantage; new text end

new text begin (10) potential areas of expansion, whether in existing markets or new markets; new text end

new text begin (11) plans to close facilities, reduce workforce, or reduce or eliminate services; new text end

new text begin (12) the brokers, experts, and consultants used to facilitate and evaluate the transaction; new text end

new text begin (13) the number of full-time equivalent positions at each location before and after the transaction by job category, including administrative and contract positions; and new text end

new text begin (14) any other information relevant to evaluating the transaction that is requested by the attorney general or commissioner. new text end

new text begin (d) Subject to waiver of all or any part of these submission requirements under paragraph (f), as part of the notice required under this subdivision, at least 60 days before the proposed completion date of the transaction, a health care entity must affirmatively submit the following to the attorney general and the commissioner: new text end

new text begin (1) the current governing documents for all entities involved in the transaction and any amendments to these documents; new text end

new text begin (2) the transaction agreement or agreements and all related agreements; new text end

new text begin (3) any collateral agreements related to the principal transaction, including leases, management contracts, and service contracts; new text end

new text begin (4) all expert or consultant reports or valuations conducted in evaluating the transaction, including any valuation of the assets that are subject to the transaction prepared within three years preceding the anticipated transaction completion date and any reports of financial or economic analysis conducted in anticipation of the transaction; new text end

new text begin (5) the results of any projections or modeling of health care utilization or financial impacts related to the transaction, including but not limited to copies of reports by appraisers, accountants, investment bankers, actuaries, and other experts; new text end

new text begin (6) for a transaction described in subdivision 1, paragraph (j), clauses (1), (2), (4), or (7) to (9), a financial and economic analysis and report prepared by an independent expert or consultant on the effects of the transaction; new text end

new text begin (7) for a transaction described in subdivision 1, paragraph (j), clauses (1), (2), (4), or (7) to (9), an impact analysis report prepared by an independent expert or consultant on the effects of the transaction on communities and the workforce, including any changes in availability or accessibility of services; new text end

new text begin (8) all documents reflecting the purposes of or restrictions on any related nonprofit entity's charitable assets; new text end

new text begin (9) copies of all filings submitted to federal regulators, including any filing the entities submitted to the Federal Trade Commission under United States Code, title 15, section 18a, in connection with the transaction; new text end

new text begin (10) a certification sworn under oath by each board member and chief executive officer for any nonprofit entity involved in the transaction containing the following: an explanation of how the completed transaction is in the public interest, addressing the factors in subdivision 5, paragraph (a); a disclosure of each declarant's compensation and benefits relating to the transaction for the three years following the transaction's anticipated completion date; and a disclosure of any conflicts of interest; new text end

new text begin (11) audited and unaudited financial statements from all entities involved in the transaction and tax filings for all entities involved in the transaction covering the preceding five fiscal years; and new text end

new text begin (12) any other information or documents relevant to evaluating the transaction that are requested by the attorney general or commissioner. new text end

new text begin (e) The attorney general may extend the notice and waiting period required under paragraph (b) for an additional 90 days by notifying the health care entity in writing of the extension. new text end

new text begin (f) The attorney general may waive all or any part of the waiting period required under paragraph (b). The attorney general may waive all or any part of the disclosure requirements under paragraph (c) and submission requirements under paragraph (d), including requirements for disclosure or submission to the commissioner. new text end

new text begin (g) The attorney general or the commissioner may hold public listening sessions or forums to obtain input on the transaction from providers or community members who may be impacted by the transaction. new text end

new text begin (h) The attorney general or the commissioner may bring an action in district court to compel compliance with the notice, waiting period, disclosure, and submission requirements in this subdivision. new text end

new text begin Subd. 3. new text end

new text begin Prohibited transactions. new text end

new text begin No health care entity may enter into a transaction that will: new text end

new text begin (1) substantially lessen competition; or new text end

new text begin (2) tend to create a monopoly or monopsony. new text end

new text begin Subd. 4. new text end

new text begin Additional requirements for nonprofit health care entities. new text end

new text begin A health care entity that is incorporated under chapter 317A or organized under section 322C.1101, or that is a subsidiary of any such entity, must, before entering into a transaction, ensure that: new text end

new text begin (1) the transaction complies with chapters 317A and 501B and other applicable laws; new text end

new text begin (2) the transaction does not involve or constitute a breach of charitable trust; new text end

new text begin (3) the nonprofit health care entity will receive full and fair value for its public benefit assets, unless the discount between the full and fair value of the assets and the value received for the assets will further the nonprofit purposes of the nonprofit health care entity or is in the public interest; new text end

new text begin (4) the value of the public benefit assets to be transferred has not been manipulated in a manner that causes or has caused the value of the assets to decrease; new text end

new text begin (5) the proceeds of the transaction will be used in a manner consistent with the public benefit for which the assets are held by the nonprofit health care entity; new text end

new text begin (6) the transaction will not result in a breach of fiduciary duty; and new text end

new text begin (7) there are procedures and policies in place to prohibit any officer, director, trustee, or other executive of the nonprofit health care entity from directly or indirectly benefiting from the transaction. new text end

new text begin Subd. 5. new text end

new text begin Attorney general enforcement and supplemental authority. new text end

new text begin (a) The attorney general may bring an action in district court to enjoin or unwind a transaction or seek other equitable relief necessary to protect the public interest if a health care entity or transaction violates this section, if the transaction is contrary to the public interest, or if both a health care entity or transaction violates this section and the transaction is contrary to the public interest. Factors informing whether a transaction is contrary to the public interest include but are not limited to whether the transaction: new text end

new text begin (1) will harm public health; new text end

new text begin (2) will reduce the affected community's continued access to affordable and quality care and to the range of services historically provided by the entities or will prevent members in the affected community from receiving a comparable or better patient experience; new text end

new text begin (3) will have a detrimental impact on competing health care options within primary and dispersed service areas; new text end

new text begin (4) will reduce delivery of health care to disadvantaged, uninsured, underinsured, and underserved populations and to populations enrolled in public health care programs; new text end

new text begin (5) will have a substantial negative impact on medical education and teaching programs, health care workforce training, or medical research; new text end

new text begin (6) will have a negative impact on the market for health care services, health insurance services, or skilled health care workers; new text end

new text begin (7) will increase health care costs for patients; new text end

new text begin (8) will adversely impact provider cost trends and containment of total health care spending; new text end

new text begin (9) will have a negative impact on wages paid by, or the number of employees employed by, a health care entity involved in a transaction; or new text end

new text begin (10) will have a negative impact on wages, collective bargaining units, and collective bargaining agreements of existing or future workers employed by a health care entity involved in a transaction. new text end

new text begin (b) The attorney general may enforce this section under section 8.31. new text end

new text begin (c) Failure of the entities involved in a transaction to provide timely information as required by the attorney general or the commissioner shall be an independent and sufficient ground for a court to enjoin or unwind the transaction or provide other equitable relief, provided the attorney general notified the entities of the inadequacy of the information provided and provided the entities with a reasonable opportunity to remedy the inadequacy. new text end

new text begin (d) The commissioner shall provide to the attorney general, upon request, data and research on broader market trends, impacts on prices and outcomes, public health and population health considerations, and health care access, for the attorney general to use when evaluating whether a transaction is contrary to public interest. The commissioner may share with the attorney general, according to section 13.05, subdivision 9, any not public data, as defined in section 13.02, subdivision 8a, held by the commissioner to aid in the investigation and review of the transaction, and the attorney general must maintain this data with the same classification according to section 13.03, subdivision 4, paragraph (d). new text end

new text begin Subd. 6. new text end

new text begin Supplemental authority of commissioner. new text end

new text begin (a) Notwithstanding any law to the contrary, the commissioner may use data or information submitted under this section, section 62U.04, and sections 144.695 to 144.703 to conduct analyses of the aggregate impact of health care transactions on access to or the cost of health care services, health care market consolidation, and health care quality. new text end

new text begin (b) The commissioner shall issue periodic public reports on the number and types of transactions subject to this section and on the aggregate impact of transactions on health care cost, quality, and competition in Minnesota. new text end

new text begin Subd. 7. new text end

new text begin Classification of data. new text end

new text begin Section 13.39 applies to data provided by a health care entity and the commissioner to the attorney general and data provided by a health care entity to the commissioner under this section. The attorney general or the commissioner may make any data classified as confidential or protected nonpublic under this subdivision accessible to any civil or criminal law enforcement agency if the attorney general or commissioner determines that the access will aid the law enforcement process. new text end

new text begin Subd. 8. new text end

new text begin Relation to other law. new text end

new text begin (a) The powers and authority under this section are in addition to, and do not affect or limit, all other rights, powers, and authority of the attorney general or the commissioner under chapters 8, 309, 317A, 325D, and 501B, or other law. new text end

new text begin (b) Nothing in this section shall suspend any obligation imposed under chapters 8, 309, 317A, 325D, and 501B, or other law on the entities involved in a transaction. new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment and applies to transactions completed on or after that date. In determining whether an action or series of actions constitutes a transaction subject to this section, any actions or series of actions related to the completion of the transaction may be considered, regardless of whether they occurred prior to the effective date. new text end

Sec. 3.

new text begin [145D.02] DATA REPORTING OF CERTAIN HEALTH CARE TRANSACTIONS. new text end

new text begin (a) This section applies to all transactions where: new text end

new text begin (1) the health care entity involved in the transaction has average revenue between $10,000,000 and $80,000,000 per year; or new text end

new text begin (2) the transaction will result in an entity projected to have average revenue between $10,000,000 per year and $80,000,000 per year once the entity is operating at full capacity. new text end

new text begin (b) A health care entity must provide the following data to the commissioner at least 30 days before the proposed completion date of the transaction, or within ten business days of the date the parties first reasonably anticipate entering into the transaction if the expected completion is within less than 30 days, in the form and manner determined by the commissioner: new text end

new text begin (1) the entities involved in the transaction; new text end

new text begin (2) the leadership, ownership structures, and business relationship of the entities involved in the transaction, including all board members, managing partners, member managers, and officers; new text end

new text begin (3) the services provided by each entity and the operating and nonoperating revenue for each entity by location, for the last three years; new text end

new text begin (4) the primary service area for each location; new text end

new text begin (5) the proposed service area for each location; new text end

new text begin (6) the current relationships between the entities and the affected health care providers and practices, the locations of affected health care providers and practices, the services provided by affected health care providers and practices, and the proposed relationships between the entities and the affected health care providers and practices; new text end

new text begin (7) the terms of the transaction agreement or agreements; new text end

new text begin (8) potential areas of expansion, whether in existing markets or new markets; new text end

new text begin (9) plans to close facilities, reduce workforce, or reduce or eliminate services; new text end

new text begin (10) the number of full-time equivalent positions at each location before and after the transaction by job category, including administrative and contract positions; and new text end

new text begin (11) any other information relevant to evaluating the transaction that is requested by the commissioner. new text end

new text begin (c) If the commissioner determines that information required from the health care entity under this section has not been provided, the commissioner may notify the entity of the necessary information within 30 days of the health care entity's initial submission of the notice. The health care entity must provide such additional information to the commissioner within 14 days of the commissioner's request. new text end

new text begin (d) Data provided to or collected by the commissioner under this section are private data on individuals or nonpublic data, as defined in section 13.02. The commissioner may share with the attorney general, according to section 13.05, subdivision 9, any not public data, as defined in section 13.02, subdivision 8a, held by the commissioner to aid in the investigation and review of the transaction, and the attorney general must maintain this data with the same classification according to section 13.03, subdivision 4, paragraph (d). new text end

new text begin (e) A health care entity is exempt from reporting under this section if the health care entity is required to submit information to the attorney general and commissioner under section 145D.01, subdivision 2. new text end

new text begin (f) The commissioner shall use data collected under this section to analyze the number of health care transactions in Minnesota and the potential impact these transactions may have on equitable access to or the cost and quality of health care services, and develop recommendations for the legislature on improvements to the law. new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective January 1, 2024, and applies to transactions completed on or after that date. In determining whether an action or series of actions constitutes a transaction subject to this section, any actions or series of actions related to the completion of the transaction may be considered, regardless of whether they occurred prior to the effective date. new text end

Sec. 4.

new text begin [309.715] OWNERSHIP OR CONTROL OF UNIVERSITY OF MINNESOTA HEALTH CARE FACILITIES. new text end

new text begin (a) The importance of the University of Minnesota health care facilities to the state of Minnesota shall be recognized based on their status as publicly supported academic health care facilities; their relationship with the University of Minnesota Medical School, a public entity dedicated to medical education, research, and public service; the status of the University of Minnesota as a constitutionally autonomous state entity; and the university's mission as a land grant institution. The University of Minnesota health care facilities, as charitable assets, must remain dedicated to the university's public health care mission. As such, the University of Minnesota health care facilities shall not be owned or controlled, directly or indirectly, in whole or in part, by a for-profit entity or an out-of-state entity, unless the attorney general determines that ownership or control by a for-profit entity or out-of-state entity is in the public interest. A determination under this section must be made using the procedures and authority in section 145D.01 and in consultation with the commissioner of health and the Board of Regents of the University of Minnesota. new text end

new text begin (b) For the purposes of this section, "University of Minnesota health care facilities" means the following: new text end

new text begin (1) M Health Fairview University (West Bank), located at 2450 Riverside Avenue, Minneapolis, MN; new text end

new text begin (2) Masonic Children's Hospital, located at 2450 Riverside Avenue, Minneapolis, MN; and new text end

new text begin (3) University of Minnesota Medical Center (East Bank), located at 500 Harvard Street, Minneapolis, MN. new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment and applies to transactions related to transferring ownership or control of the University of Minnesota health care facilities that are completed on or after that date. new text end

Sec. 5.

Laws 2017, First Special Session chapter 6, article 5, section 11, as amended by Laws 2019, First Special Session chapter 9, article 8, section 20, is amended to read:

Sec. 11.

MORATORIUM ON CONVERSION TRANSACTIONS.

(a) Notwithstanding Laws 2017, chapter 2, article 2, a nonprofit health service plan corporation operating under Minnesota Statutes, chapter 62C, or a nonprofit health maintenance organization operating under Minnesota Statutes, chapter 62D, as of January 1, 2017, may only merge or consolidate with; convert; or transfer, as part of a single transaction or a series of transactions within a 24-month period, all or a material amount of its assets to an entity that is a corporation organized under Minnesota Statutes, chapter 317A; or to a Minnesota nonprofit hospital within the same integrated health system as the health maintenance organization. For purposes of this section, "material amount" means the lesser of ten percent of such an entity's total admitted net assets as of December 31 of the previous year, or $50,000,000.

(b) Paragraph (a) does not apply if the nonprofit service plan corporation or nonprofit health maintenance organization files an intent to dissolve due to insolvency of the corporation in accordance with Minnesota Statutes, chapter 317A, or insolvency proceedings are commenced under Minnesota Statutes, chapter 60B.

(c) Nothing in this section shall be construed to authorize a nonprofit health maintenance organization or a nonprofit service plan corporation to engage in any transaction or activities not otherwise permitted under state law.

(d) This section expires July 1, deleted text begin 2023 deleted text end new text begin 2026 new text end .

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment. new text end

Sec. 6.

new text begin STUDY AND RECOMMENDATIONS; NONPROFIT HEALTH MAINTENANCE ORGANIZATION CONVERSIONS AND OTHER TRANSACTIONS. new text end

new text begin (a) The commissioner of health shall study and develop recommendations on the regulation of conversions, mergers, transfers of assets, and other transactions affecting Minnesota-domiciled nonprofit health maintenance organizations and for-profit health maintenance organizations. The recommendations must at least address: new text end

new text begin (1) monitoring and regulation of Minnesota-domiciled for-profit health maintenance organizations; new text end

new text begin (2) issues related to public benefit assets held by a nonprofit health maintenance organization, including identifying the portion of the organization's assets that are considered public benefit assets to be protected, establishing a fair and independent process to value the assets, and determining how public benefit assets should be stewarded for the public good; new text end

new text begin (3) providing a state agency or executive branch office with authority to review and approve or disapprove a nonprofit health maintenance organization's plan to convert to a for-profit organization; new text end

new text begin (4) establishing a process for the public to learn about and provide input on a nonprofit health maintenance organization's proposed conversion to a for-profit organization; and new text end

new text begin (5) issues, including statutory language and regulatory implementation, related to a potential statutory requirement that nonprofit health maintenance organizations licensed under chapter 62D, and health systems organized as a charitable organization, upon the sale or transfer of control to an out-of-state or for-profit entity, return to the general fund an amount equal to the value of any charitable assets the health maintenance organization or health system received from the state. new text end

new text begin (b) To fulfill the requirements under this section, the commissioner: new text end

new text begin (1) may consult with the commissioners of human services and commerce; new text end

new text begin (2) may enter into one or more contracts for professional or technical services; and new text end

new text begin (3) notwithstanding any law to the contrary, may use data submitted under Minnesota Statutes, sections 62U.04 and 144.695 to 144.703, and other data held by the commissioner for purposes of regulating health maintenance organizations or data already submitted to the commissioner by health carriers. new text end

new text begin (c) No later than October 1, 2023, the commissioner must seek public comments on the regulation of conversion transactions involving nonprofit health maintenance organizations. new text end

new text begin (d) The commissioner shall submit preliminary findings from this study to the chairs of the legislative committees with jurisdiction over health and human services by January 15, 2024, and shall submit a final report and recommendations to the legislature by June 30, 2024. new text end

Presented to the governor May 23, 2023

Signed by the governor May 26, 2023, 10:16 a.m.