OAR 409-070-0025: Acquisition of Control; Presumptions and Disclaimers

(1) The following presumptions will apply in determining whether a transaction involving a health care entity results in the acquisition of direct or indirect control of that health care entity: (a) A transaction must be rebuttably presumed to involve an acquisition of control of a health care entity that is a domestic health insurer or a coordinated care organization if a person, directly or indirectly, acquires voting control of ten percent (10%) or more of any class of voting securities of the domestic health insurer or the coordinated care organization. (b) For a health care entity other than a domestic health insurer or coordinated care organization, a transaction must be rebuttably presumed to involve an acquisition of control of the health care entity if a person, directly or indirectly, acquires voting control of twenty-five percent (25%) or more of any class of voting securities of the health care entity. (c) For any health care entity, a transaction must be irrebuttably presumed to involve an acquisition of control of the health care entity if a person, directly or indirectly, acquires voting control of more than fifty percent (50%) of any class of voting securities of the health care entity. (2) A person seeking to rebut the presumption described in paragraph (1)(b) of this rule must apply to the Authority, on a form prescribed by the Authority, for a disclaimer of control determination. Such application must show that the proposed transaction would not result in control of the health care entity, or that control would not be changed by the proposed transaction, and must fully disclose all material relationships and bases for control between the disclaimer applicant and the person(s) to which the disclaimer applies, as well as the basis for disclaiming control or change of control. The Authority may determine, after giving persons that have an interest in the Authority's determination notice and opportunity to be heard and after making specific findings of fact to support the determination, that control would exist or would be changed by a proposed transaction. (3) A disclaimer application filed under paragraph (2) of this rule is effective unless, within thirty calendar days after the Authority receives the disclaimer application, the Authority notifies the disclaimer applicant that the disclaimer has been disallowed. (4) Paragraphs (2) and (3) of this rule do not apply to transactions involving a domestic health insurer or a coordinated care organization. For a domestic health insurer, the disclaimer of affiliation procedure is in ORS 732.568. For a coordinated care organization, the disclaimer of affiliation procedure is in OAR 410-141-5315. (5) Filing a disclaimer application does not relieve a health care entity of the requirement to submit a notice of material change transaction in accordance with OAR 407-070-0030. If a disclaimer application shows that a proposed transaction would not result in control of the health care entity or that control would not be changed by the proposed transaction, then the Authority must discontinue any review of the transaction and refund any fee paid in connection with the notice of material change transaction. (6) A health care entity that submits a disclaimer application may contest the Authority's determination as provided in OAR 409-070-0075. Unless otherwise ordered in the course of such proceedings, the time periods for preliminary and comprehensive review of the transaction under OAR 409-070-0055 or OAR 409-070-0060 will remain applicable, without abatement or reduction, in the event a preliminary or comprehensive review of the transaction is thereafter required.