AB50: Bill Text

AB50,1141,3 12. The impact of the material change transaction on the clinical workforce, including wages, staffing levels, supply, patient access, and continuity of patient- care relationships.

AB50,1141,6 13. The impact of a real estate sale or lease agreement on the financial condition of any health care entity party and its ability to maintain patient care operations.

AB50,1141,11 14. In the case of a proposed closure or discontinuance of a health care facility or any essential health services, the impact of the closure on health care access, outcomes, costs, and equity for those in the health care facility’s service area and the health care facility’s plan for ensuring equitable access, quality, affordability, and availability of essential health services within the service area.

AB50,1141,13 15. Any other factors that the department determines, by rules promulgated by the department, to be in the public interest.

AB50,1141,19 (f) The department may request additional information or documents from the transacting parties necessary to conduct a cost and market impact review. Failure to respond or insufficient responses to requests for information by transacting parties may result in the extension of the deadline for the department to complete the cost and market impact review, the imposition of conditions for approval, or the disapproval of the material change transaction.

AB50,1142,5 (g) The department shall keep confidential all nonpublic information and documents obtained under this subsection and may not disclose the confidential information or documents to any person without the consent of the party that produced the confidential information or documents, except that the department may disclose any information to an expert or consultant under contract with the department to review the proposed transaction, provided that the expert or consultant is bound by the same confidentiality requirements as the department. The confidential information and documents and work product of the department may not be treated as public records and shall be exempt from inspection or copying under s. 19.35.

AB50,1142,6 (h) The department may, in its sole discretion:

AB50,1142,9 1. Contract with, consult, and receive advice from any state agency on those terms and conditions that the department determines are appropriate with regard to reviewing a proposed material change transaction.

AB50,1142,11 2. Contract with experts or consultants to assist in reviewing a proposed material change transaction.

AB50,1142,16 (i) The department shall be entitled to charge costs to or receive reimbursement from the transacting parties for all actual, reasonable, direct costs incurred in reviewing, evaluating, and making the determination referred to in this subsection, including administrative costs and costs of contracted experts or consultants in par. (h).

AB50,1142,21 (4) Approval authority. (a) The department may at its discretion approve, conditionally approve, or disapprove of any material change transaction for which the department receives notice under sub. (1). Any conditions imposed under this subsection shall specify a time period for compliance, an expiration date, or that the condition applies indefinitely.

AB50,1143,2 (b) The department shall inform the health care entity of the determination within 30 days of notice under sub. (2), or in the case of comprehensive review, within 60 days of the completion of the cost and market impact review. No proposed material change transaction may be completed before the department has informed the health care entity of the determination.

AB50,1143,5 (c) In making the determination under this subsection, the department may consider any factors that the department determines to be relevant, including any of the following:

AB50,1143,7 1. The likely impact, as described in the cost and market impact review report, where applicable, of the material change transaction on any of the following:

AB50,1143,8 a. Health care costs, prices, and affordability.

AB50,1143,10 b. The availability or accessibility of health care services to the affected community.

AB50,1143,12 c. Health care provider cost trends and containment of total state health care spending.

AB50,1143,13 d. Access to services in medically underserved areas.

AB50,1143,15 e. Rectifying historical and contemporary factors contributing to a lack of health equities or access to services.

AB50,1143,17 f. The functioning and competitiveness of the markets for health care and health insurance.

AB50,1143,19 g. The potential effects of the material change transaction on health outcomes, quality, access, equity, or workforce for residents of this state.

AB50,1143,20 h. The potential loss of or change in access to essential services.

AB50,1143,23 2. Whether the material change transaction is contrary to or violates any applicable law, including state antitrust laws, laws restricting the corporate practice of medicine, or consumer protection laws.

AB50,1144,2 3. Whether the benefits of the transaction are likely to outweigh any anticompetitive effect from the transaction.

AB50,1144,3 4. Whether the transaction is in the public interest.

AB50,1144,6 (d) This subsection does not limit or alter any existing authority of the attorney general or any state agency to enforce any other law, including state or federal antitrust law, or to review nonprofit transactions.

AB50,1144,10 (5) Post-transaction oversight. (a) Enforcement by the attorney general. 1. The attorney general may subpoena any records necessary to enforce any provisions of this section or to investigate suspected violations of any provisions of this section or any conditions imposed by conditional approval pursuant to sub. (4).

AB50,1144,18 2. The attorney general may enforce any requirement of this section and any conditions imposed by a conditional approval pursuant to sub. (4) to the fullest extent provided by law, including damages. In addition to any legal remedies the attorney general may have, the attorney general shall be entitled to specific performance, injunctive relief, and other equitable remedies a court deems appropriate for any violations or imminent violation of any requirement of this section or breach of any of the conditions and shall be entitled to recover its attorney fees and costs incurred in remedying each violation.

AB50,1144,24 3. In addition to the remedies set forth in subd. 2., any person who violates this section or of any conditions imposed pursuant to a conditional approval under sub. (4) is subject to a forfeiture of $10,000 per day, which the attorney general may seek to recover by action on behalf of the state. The attorney general may also rescind or deny approval for any other past, pending, or future material change transactions involving the health care entity or an affiliate.

AB50,1145,3 4. Nothing in this paragraph shall narrow, abrogate, or otherwise alter the authority of the attorney general to prosecute violations of antitrust or consumer protection requirements.

AB50,1145,6 (b) Enforcement by the department. 1. The department may audit the books, documents, records, and data of any entity that is subject to a conditional approval under sub. (4) to monitor compliance with the conditions.

AB50,1145,10 2. Any entity that violates any provision of this section, any rules adopted pursuant thereto, or any condition imposed pursuant to a conditional approval under sub. (4) shall be subject to a forfeiture of $10,000 per day for any violation of this section.

AB50,1145,13 3. The department may refer any entity to the attorney general to review for enforcement of any noncompliance with this section and any conditions imposed by conditional approval pursuant to sub. (4).

AB50,1145,18 (c) Monitoring. In order to effectively monitor ongoing compliance with the terms and conditions of any material change transaction subject to prior notice, approval, or conditional approval under sub. (4), the department may, in its sole discretion, conduct a review or audit and may contract with experts and consultants to assist in this regard.

AB50,1146,2 (d) Reporting. One year, 2 years, and 5 years following the completion of the material change transaction approved or conditionally approved by the department after a comprehensive review under sub. (3), and upon future intervals determined at the discretion of the department, the health care entity or any person, corporation, partnership, or other entity that acquired direct or indirect control over the health care entity shall submit reports to the department that do all of the following:

AB50,1146,4 1. Demonstrate compliance with conditions placed on the material change transaction, if any.

AB50,1146,5 2. Analyze cost trends and cost growth trends of the transacting parties.

AB50,1146,7 3. Analyze any changes or effects of the material change transaction on patient access, availability of services, workforce, quality, or equity.

AB50,1146,11 (e) Costs. The department shall be entitled to charge costs to the transacting parties for all actual, reasonable, and direct costs incurred in monitoring ongoing compliance with the terms and conditions of the sale or transfer of assets, including contractor and administrative costs.

AB50,1146,12 (6) Rules. The department may promulgate rules to implement this section.

AB50,2209 Section 2209. 150.994 of the statutes is created to read:

AB50,1146,16 150.994 Corporate practice of medicine. The corporate practice of medicine is prohibited. The department shall promulgate rules to define what conduct constitutes the corporate practice of medicine for purposes of this section.

AB50,2210 Section 2210. 150.996 of the statutes is created to read:

AB50,1146,23 150.996 Transparency in ownership and control of health care entities. (1) Reporting of ownership and control. Each health care entity shall report to the department on an annual basis and upon the consummation of a material change transaction involving the entity as set forth in s. 150.992, in a form and manner required by the department, all of the following information, as applicable:

AB50,1146,24 (a) Legal name of entity.

AB50,1147,1 (b) Business address of entity.

AB50,1147,2 (c) Locations of operations.

AB50,1147,4 (d) Business identification numbers of the entity, as applicable, including all of the following:

AB50,1147,5 1. Taxpayer identification number.

AB50,1147,6 2. National provider identifier.

AB50,1147,7 3. Employer identification number.

AB50,1147,8 4. Centers for Medicare and Medicaid Services certification number.

AB50,1147,9 5. National Association of Insurance Commissioners identification number.

AB50,1147,11 6. A personal identification number associated with a license issued by the commissioner of insurance.

AB50,1147,13 7. Pharmacy benefit manager identification number associated with a license or registration of the pharmacy benefit manager in this state.

AB50,1147,14 (e) Name and contact information of a representative of the entity.

AB50,1147,18 (f) The name, business address, and business identification numbers listed in par. (d) for each person or entity that, with respect to the relevant health care entity, has an ownership or investment interest, has a controlling interest, is a management services organization, or is a significant equity investor.

AB50,1147,20 (g) A current organizational chart showing the business structure of the health care entity, including all of the following:

AB50,1147,21 1. Any entity listed in par. (f).

AB50,1147,23 2. Affiliates, including entities that control or are under common control as the health care entity.

AB50,1147,24 3. Subsidiaries.

AB50,1148,2 (h) For a health care entity that is a provider organization or a health care facility, all of the following information:

AB50,1148,5 1. a. The affiliated health care providers identified by name, license type, specialty, national provider identifier, and other applicable identification number listed in par. (d).

AB50,1148,6 b. The address of the principal practice location.

AB50,1148,7 c. Whether the health care provider is employed or contracted by the entity.

AB50,1148,9 2. The name and address of affiliated health care facilities by license number, license type, and capacity in each major service area.

AB50,1148,11 (i) The names, national provider identifier, if applicable, and compensation of all of the following:

AB50,1148,13 a. The members of the governing board, board of directors, or similar governance body for the health care entity.

AB50,1148,15 b. Any entity that is owned or controlled by, affiliated with, or under common control as the health care entity.

AB50,1148,16 c. Any entity listed in par. (f).

AB50,1148,20 (j) Comprehensive financial reports of the health care entity and any ownership or control entities, including audited financial statements, cost reports, annual costs, annual receipts, realized capital gains and losses, accumulated surplus, and accumulated reserves.

AB50,1148,22 (2) Exceptions. All of the following health care entities are exempt from the reporting requirements under sub. (1):

AB50,1149,3 (a) A health care entity that is an independent provider organization, without any ownership or control entities, consisting of 2 or fewer physicians, provided that if that health care entity experiences a material change transaction under s. 150.992, the health care entity is subject to reporting under sub. (1) upon the consummation of the transaction.

AB50,1149,9 (b) A health care provider or provider organization that is owned or controlled by another health care entity, if the health care provider or provider organization is shown in the organizational chart submitted under sub. (1) (g) and the owning or controlling health care entity reports all the information required under sub. (1) on behalf of the controlled or owned entity. Health care facilities are not subject to this exception.

AB50,1149,15 (3) Rules. (a) The department shall promulgate any rules necessary to implement this section, specify the format and content of reports, and impose penalties for noncompliance. The department may require additional reporting of data or information that it determines is necessary to better protect the public’s interest in monitoring the financial conditions, organizational structure, business practices, and market share of each registered health care entity.

AB50,1149,17 (b) The department may assess administrative fees on health care entities in an amount to help defray the costs in overseeing and implementing this section.

AB50,1149,21 (4) Ownership information. (a) Information provided under this section shall be public information and may not be considered confidential, proprietary, or a trade secret, except that any individual health care provider’s taxpayer identification that is also their social security number shall be confidential.

AB50,1149,24 (b) Not later than December 31, 2028, and annually thereafter, the department shall post on its publicly available website a report with respect to the previous one-year period, including all of the following information:

AB50,1150,2 1. The number of health care entities reporting for the year, disaggregated by the business structure of each specified entity.

AB50,1150,4 2. The names, addresses, and business structure of any entities with an ownership or controlling interest in each health care entity.

AB50,1150,5 3. Any change in ownership or control for each health care entity.

AB50,1150,6 4. Any change in the tax identification number of a health care entity.

AB50,1150,10 5. As applicable, the name, address, tax identification number, and business structure of other affiliates under common control, subsidiaries, and management services entities for the health care entity, including the business type and the tax identification number of each.

AB50,1150,12 6. An analysis of trends in horizontal and vertical consolidation, disaggregated by business structure and provider type.

AB50,1150,20 (c) The department may share information reported under this section with the attorney general, other state agencies, and other state officials to reduce or avoid duplication in reporting requirements or to facilitate oversight or enforcement under state law. Any tax identification numbers that are individual social security numbers may be shared with the attorney general, other state agencies, or other state officials that agree to maintain the confidentiality of such information. The department may, in consultation with the relevant state agencies, merge similar reporting requirements where appropriate.

AB50,1151,2 (5) Enforcement. (a) Audit and inspection authority. The department is authorized to audit and inspect the records of any health care entity that has failed to submit complete information pursuant to this section or if the department has reason to question the accuracy or completeness of the information submitted pursuant this section.

AB50,1151,5 (b) Random audits. The department shall conduct annual audits of a random sample of health care entities to verify compliance with, accuracy, and completeness of the reported information pursuant to this section.

AB50,1151,8 (c) Penalty for failure to report. If a health care entity fails to provide a complete report under sub. (1), or submits a report containing false information, the entity shall be subject to all of the following civil penalties, as appropriate:

AB50,1151,12 1. Health care entities consisting of independent health care providers or provider organizations without any 3rd-party ownership or control entities, with 10 or fewer physicians or less than $10 million in annual revenue, a forfeiture of up to $50,000 for each report not provided or containing false information.