It is enacted by the General Assembly as follows:

SECTION 1. Sections 23-17.14-5, 23-17.14-6, 23-17.14-7, 23-17.14-8, 23-17.14-9, 23-17.14-10, 23-17.14-11, 27-17.14-12 and 23-17.14-32 of the General Laws in Chapter 23-17.14 entitled "The Hospital Conversions Act" are hereby amended to read as follows:

23-17.14-5. Prior approval required -- Department of attorney general and department of health -- A conversion shall require review and approval first from the department of attorney general and subsequently approval from the department of health in accordance with the provisions of this chapter.

The review by the departments shall occur concurrently, and neither department shall delay its review or determination because the other department has not completed its review or issued its determination.

23-17.14-6. Initial application -- Conversions involving for profit corporations or not for profit as acquirors. -- (a) No person shall engage in a conversion with a for profit corporation as the acquiror and a not for profit corporation as the acquiree involving the establishment, maintenance, or operation of a hospital or a conversion subject to section 23-17.14-9 without prior approval of both the department of attorney general and the department of health. The transacting parties shall file an initial application in accordance with subsection (b) of this section which shall, at minimum, include the following information with respect to each transacting party and to the proposed new hospital:

(1) A detailed summary of the proposed conversion;

(2) Names, addresses and phone numbers of the transacting parties;

(3) Name, address, phone number, and occupation, and tenure of all officers, members of the board of directors, trustees, executives, and senior level management rs, including for each position, current persons and persons holding position during the past three (3) years;

(4) Articles of incorporation and certificate of incorporation;

(5) Bylaws and organizational charts;

(6) Organizational structure for existing transacting parties and each partner, affiliate, parent, subsidiary or related corporate entity in which the acquiror has a twenty percent (20%) or greater ownership interest;

(7) Conflict of interest statements, policies and procedures;

(8) Names, addresses and phone numbers of professional consultants engaged in connection with the proposed conversion;

(9) Copies of audited income statements, balance sheets, and other financial statements , and management letters for the past three (3) years and to the extent they have been made public, audited interim financial statements and income statements together with detailed description of the financing structure of the proposed conversion including equity contribution, debt restructuring, stock issuance, partnership interests, stock offerings and the like;

(10) A detailed description of real estate issues including title reports for land owned and lease agreements concerning the proposed conversion;

(11) A detailed description as each relates to the proposed transaction for equipment leases, insurance, regulatory compliance, tax status, pending litigation or pending regulatory citations, pension plan descriptions and employee benefits, environmental reports, assessments and organizational goals;

(12) Copies of reports analyzing the proposed conversion during the past three (3) years including, but not limited to, reports by appraisers, accountants, investment bankers, actuaries and other experts;

(13) A description of the manner in which the price was determined including which methods of valuation and what data were used, and the names and addresses of persons preparing said documents, and this information is deemed to be proprietary;

(14) Patient statistics for the past three (3) years and patient projections for the next one (1) year including patient visits, admissions, emergency room visits, clinical visits, and visits to each department of the hospital, admissions to nursing care or visits by affiliated home health care entities;

(15) The name and mailing address of all licensed facilities in which the for profit corporation maintains an ownership interest or controlling interest or operating authority;

(16) A list of pending or adjudicated citations, violations or charges against the facilities listed in subsection (15) brought by any governmental agency or accrediting agency within the past three (3) years and the status or disposition of each matter with regard to patient care and charitable asset matters;

(17) A list of uncompensated care provided over the past three (3) years by each facility listed in subsection (15) and detail as to how that amount was calculated;

(18) Copies of all documents related to (a) identification of all charitable assets (b) accounting of all charitable assets for the past three (3) years; and (c) distribution of the charitable assets including, but not limited to, endowments, restricted, unrestricted and specific purpose funds as each relates to the proposed transaction;

(19) A description of charity care and uncompensated care provided by the existing hospital for the previous five (5) year period to the present including a dollar amount and a description of services provided to patients;

(20) A description of bad debt incurred by the existing hospital for the previous five (5) years for which payment was anticipated but not received;

(21) A description of the plan as to how the new hospital will provide community benefit and charity care during the first five (5) years of operation;

(22) A description of how the new hospital will monitor and value charity care services and community benefit;

(23) The names of persons currently holding a position as an officer, director, board member, or senior level management who will or will not maintain any position with the new hospital and whether any said person will receive any salary, severance stock offering or any financial gain, current or deferred, as a result of or in relation to the proposed conversion;

(24) Copies of plans relative to staffing during the first three (3) years at the new hospital;

(25) A list of all medical services, departments and clinical services, and administrative services which will be maintained at the new hospital;

(26) A description of criteria established by the board of directors of the existing hospital for pursuing a proposed conversion with one or more health care providers;

(27) A description of request for proposals issued by the existing hospital relating to pursuing a proposed conversion;

(28) A copy of proposed contracts or description of proposed contracts or arrangements with management, board members, officers, or directors of the existing hospital for severance consulting services or covenants not to compete following completion of the proposed conversion;

(28.1) A copy or description of all agreements or proposed agreements reflecting any current and/or future employment or compensated relationship between the acquiror (or any related entity) and any officer, director, board member, or senior level manager of the acquiree (or any related entity);

(29) Copies of documents or description of any proposed plan for any entity to be created for charitable assets, including but not limited to, endowments, restricted, unrestricted and specific purpose funds, the proposed articles of incorporation, by-laws, mission statement, program agenda, method of appointment of board members, qualifications of board members, duties of board members, and conflict of interest policies;

(30) Description of all departments, clinical, social, or other services or medical services which will be eliminated or significantly reduced at the new hospital;

(31) Description of staffing levels of all categories of employees, including full-time, part-time, and contract employees currently working at or providing services to the existing hospital and description of any anticipated or proposed changes in current staffing levels;

(32) Current, signed original conflict of interest forms from all incumbent or recently incumbent officers, directors, members of the board, trustees, senior management, chairpersons or department chairpersons and medical directors on a form acceptable to the attorney general;

(33) If the acquiror is a for profit corporation that has acquired a not for profit hospital under the provisions of this chapter, the application shall also include a complete statement of performance during the preceding one (1) year with regard to the terms and conditions of approval of conversion and each projection, plan, or description submitted as part of the application for any conversion completed under an application submitted pursuant to this section and made a part of an approval for such conversion pursuant to section 23-17.14-7 or 23-17.14-8; and,

(b) Two (2) copies of the initial application shall be provided to each of the department of health and department of the attorney general simultaneously by United States mail, certified, return receipt requested.

(c) Except for information determined by the attorney general in accordance with section 23-17.14-32 to be confidential and/or proprietary, or otherwise required by law to be maintained as confidential, the initial application and supporting documentation shall be considered a public records and shall be available for inspection upon request.

23-17.14-7. Review process and review criteria by department of attorney general -- Conversions involving for profit corporation as acquiror Review process of the department of attorney general and the department of health and review criteria by department of attorney general -- Conversions involving for profit corporation as acquiror -- (a) The department of attorney general and the department of health shall review all conversions involving a hospital in which one (1) or more of the transacting parties involves a for profit corporation as the acquiror and a not for profit corporation as the acquiree.

(b) In reviewing proposed conversions in accordance with subsection (a) this section and section 23-17.14-10 the department of attorney general and department of health shall adhere to the following process:

(1) Within ten (10) working days after receipt of two (2) copies of an initial application pursuant to section 23-17.14-5, the department of attorney general shall publish notice of the application in a newspaper of general circulation in the state and shall notify by United States mail any person who has requested notice of the filing of such application. The notice shall state (a) that an initial application has been received, (b) the names of the transacting parties, (c) the date by which a person may submit written comments to the department of attorney general, and shall provide notice of the date, time and place of a public hearing;

(c) In reviewing an application pursuant to subsection (a) the department of the attorney general shall consider the following criteria:

(1) Whether the proposed conversion will harm the public's interest in trust property given, devised, or bequeathed to the existing hospital for charitable, educational or religious purposes located or administered in this state;

(2) whether a trustee or trustees of any charitable trust located or administered in this state will be deemed to have exercised reasonable care, diligence, and prudence in performing as a fiduciary in connection with the proposed conversion;

(3) whether the board established appropriate criteria in deciding to pursue a conversion in relation to carrying out its mission and purposes;

(4) Whether the board formulated and issued appropriate requests for proposals in pursuing a conversion;

(5) Whether the board considered the proposed conversion as the only alternative or as the best alternative in carrying out its mission and purposes;

(6) Whether any conflict of interest exists concerning the proposed conversion relative to members of the board, officers, directors, senior management, experts or consultants engaged in connection with the proposed conversion including, but not limited to attorneys, accountants, investment bankers, actuaries, health care experts, or industry analysts;

(7) Whether individuals described in subsection (6) were provided with contracts or consulting agreements or arrangements which included pecuniary rewards based in whole, or in part on the contingency of the completion of the conversion;

(8) Whether the board exercised due care in engaging consultants with the appropriate level of independence, education, and experience in similar conversions;

(9) Whether the board exercised due care in accepting assumptions and conclusions provided by consultants engaged to assist in the proposed conversion;

(10) Whether the board exercised due care in assigning a value to the existing hospital and its charitable assets in proceeding to negotiate the proposed conversion;

(11) Whether the board exposed an inappropriate amount of assets by accepting in exchange for the proposed conversion future or contingent value based upon success of the new hospital;

(12) Whether officers, directors, board members or senior management will receive future contracts in existing, new, or affiliated hospital or foundations;

(13) Whether any members of the board will retain any authority in the new hospital;

(14) Whether the board accepted fair consideration and value for any management contracts made part of the proposed conversion;

(15) Whether individual officers, directors, board members or senior management engaged legal counsel to consider their individual rights or duties in acting in their capacity as a fiduciary in connection with the proposed conversion;

(16) Whether the proposed conversion results in an abandonment of the original purposes of the existing hospital or whether a resulting entity will depart from the traditional purposes and mission of the existing hospital such that a cy pres proceeding would be necessary;

(17) Whether the proposed conversion contemplates the appropriate and reasonable fair market value;

(18) Whether the proposed conversion was based upon appropriate valuation methods including, but not limited to, market approach, third party report or fairness opinion;

(19) Whether the conversion is proper under the Rhode Island nonprofit corporation act;

(20) Whether the conversion is proper under applicable state tax code provisions;

(21) Whether the proposed conversion jeopardizes the tax status of the existing hospital;

(22) Whether the individuals who represented the existing hospital in negotiations avoided conflicts of interest;

(23) Whether officers, board members, directors, or senior management deliberately acted or failed to act in a manner which impacted negatively on the value or purchase price;

(24) Whether the formula used in determining the value of the existing hospital was appropriate and reasonable which may include, but not be limited to factors such as: the multiple factor applied to the "EBITDA" -- earnings before interest, taxes, depreciation, and amortization; the time period of the evaluation; price/earnings multiples; the projected efficiency differences between the existing hospital and the new hospital; and the historic value of any tax exemptions granted to the existing hospital;

(25) Whether the proposed conversion appropriately provides for the disposition of proceeds of the conversion which may include, but not be limited to:

(a) Whether an existing entity or a new entity will receive the proceeds;

(b) Whether appropriate tax status implications of the entity receiving the proceeds have been considered;

(c) Whether the mission statement and program agenda will be or should be closely related with the purposes of the mission of the existing hospital;

(d) Whether any conflicts of interest arise in the proposed handling of the conversion's proceeds;

(e) Whether the bylaws and articles of incorporation have been prepared for the new entity;

(f) Whether the board of any new or continuing entity will be independent from the new hospital;

(g) Whether the method for selecting board members, staff, and consultants is appropriate;

(h) Whether the board will comprise an appropriate number of individuals with experience in pertinent areas such as foundations, health care, business, labor, community programs, financial management, legal, accounting, grant making and public members representing diverse ethnic populations of the affected community;

(i) Whether the size of the board and proposed length of board terms are sufficient;

(26) Whether the transacting parties are in compliance with the Charitable Trust Act, chapter 9 of title 18;

(27) Whether a right of first refusal to repurchase the assets has been retained;

(28) Whether the character, commitment, competence and standing in the community, or any other communities served by the transacting parties are satisfactory;

(29) Whether a control premium is an appropriate component of the proposed conversion; and

(30) Whether the value of assets factored in the conversion is based on past performance or future potential performance.

23-17.14-8. Review process and review criteria by department of health for conversions involving for profit corporation as acquiror -- (a) The department shall review all proposed conversions involving a hospital in which one (1) or more of the transacting parties involves a for profit corporation as the acquiror and a not for profit corporation as the acquiree.

(c) (b) In reviewing an application for a conversion involving hospitals in which one (1) or more of the transacting parties is a for profit corporation as the acquiror the department shall consider the following criteria:

(1) Whether the character, commitment, competence, and standing in the community, or any other communities served by the proposed transacting parties, are satisfactory;

(2) Whether sufficient safeguards are included to assure the affected community continued access to affordable care;

(3) Whether the transacting parties have provided clear and convincing evidence that the new hospital will provide health care and appropriate access with respect to traditionally underserved populations in the affected community;

(4) Whether procedures or safeguards are assured to insure that ownership interests will not be used as incentives for hospital employees or physicians to refer patients to the hospital;

(5) Whether the transacting parties have made a commitment to assure the continuation of collective bargaining rights, if applicable, and retention of the workforce;

(6) Whether the transacting parties have appropriately accounted for employment needs at the facility and addressed workforce retraining needed as a consequence of any proposed restructuring;

(7) Whether the conversion demonstrates that the public interest will be served considering the essential medical services needed to provide safe and adequate treatment, appropriate access and balanced health care delivery to the residents of the state; and

(8) Whether the acquiror has demonstrated that it has satisfactorily met the terms and conditions of approval for any previous conversion pursuant to an application submitted under section 23-17.14-6.

23-17.14-9. Initial application -- Conversions limited to not for profit corporations -- (a) All conversions which are limited to not for profit corporations which involve the establishment, maintenance, or operation of a hospital shall require prior approval of both the department of attorney general and the department of health. The review by the two departments shall occur concurrently and neither department shall delay its review or determination because the other department has not completed its review or issued its determination. The transacting parties shall file an initial application pursuant to the provisions set forth in section 23-17.14-6.

23-17.14-10. Review process and criteria for department of attorney general -- Conversions limited to not for profit corporations Review process of department of attorney general and department of health and criteria by department of attorney general -- Conversions limited to not for profit corporations. -- (a) In reviewing an application of a conversion involving a hospital in which the transacting parties are limited to not for profit corporations, the department of attorney general and department of health shall adhere to the following process: shall apply the procedural requirements set forth in section 23-17.14-7(b) in a complete or modified manner, provided, however, that in no event shall the process exceed said provisions.

(b) In reviewing an application of a conversion involving a hospital in which the transacting parties are limited to not for profit corporations, the department of attorney general may consider the following criteria:

(1) Whether the proposed conversion will harm the public's interest in trust property given, devised, or bequeathed to the existing hospital for charitable, educational or religious purposes located or administered in this state;

(2) Whether a trustee or trustees of any charitable trust located or administered in this state will be deemed to have exercised reasonable care, diligence, and prudence in performing as a fiduciary in connection with the proposed conversion;

(3) Whether the board established appropriate criteria in deciding to pursue a conversion in relation to carrying out its mission and purposes;

(4) Whether the board considered the proposed conversion as the only alternative or as the best alternative in carrying out its mission and purposes;

(5) Whether any conflict of interest exists concerning the proposed conversion relative to members of the board, officers, directors, senior management, experts or consultants engaged in connection with the proposed conversion including, but not limited to attorneys, accountants, investment bankers, actuaries, health care experts, or industry analysts;

(6) Whether individuals described in subsection (5) were provided with contracts or consulting agreements or arrangements which included pecuniary rewards based in whole, or in part on the contingency of the completion of the conversion;

(7) whether the board exercised due care in engaging consultants with the appropriate level of independence, education, and experience in similar conversions;

(8) Whether the board exercised due care in accepting assumptions and conclusions provided by consultants engaged to assist in the proposed conversion;

(9) Whether officers, directors, board members or senior management will receive future contracts;

(10) Whether any members of the board will retain any authority in the new hospital;

(11) Whether the board accepted fair consideration and value for any management contracts made part of the proposed conversion;

(12) Whether individual officers, directors, board members or senior management engaged legal counsel to consider their individual rights or duties in acting in their capacity as a fiduciary in connection with the proposed conversion;

(13) Whether the proposed conversion results in an abandonment of the original purposes of the existing hospital or whether a resulting entity will depart from the traditional purposes and mission of the existing hospital such that a cy pres proceeding would be necessary;

(14) Whether the proposed conversion contemplates the appropriate and reasonable fair market value;

(15) Whether the proposed conversion was based upon appropriate valuation methods including, but not limited to, market approach, third party report or fairness opinion;

(16) Whether the conversion is proper under the Rhode Island nonprofit corporation act;

(17) Whether the conversion is proper under applicable state tax code provisions;

(18) Whether the proposed conversion jeopardizes the tax status of the existing hospital;

(19) Whether the individuals who represented the existing hospital in negotiations avoided conflicts of interest;

(20) Whether officers, board members, directors, or senior management deliberately acted or failed to act in a manner which impacted negatively on the value or purchase price;

(21) Whether the transacting parties are in compliance with the Charitable Trust Act, chapter 9 of title 18.

23-17.14-11. Review process and c Criteria for the department of health -- Conversions limited to not for profit corporations -- (a) In reviewing an application of a conversion involving a hospital in which the transacting parties are limited to not for profit corporations, the department shall adhere to the process set forth in section 23-17.14-8(b).

(b) In reviewing an application of a conversion involving a hospital in which the transacting parties are limited to not for profit corporations, the department shall consider the following criteria:

(1) Whether the character, commitment, competence, and standing in the community, or any other communities served by the proposed transacting parties are satisfactory;

(2) Whether sufficient safeguards are included to assure the affected community continued access to affordable care;

(3) Whether the transacting parties have provided satisfactory evidence that the new hospital will provide health care and appropriate access with respect to traditionally underserved populations in the affected community;

(4) Whether procedures or safeguards are assured to insure that ownership interests will not be used as incentives for hospital employees or physicians to refer patients to the hospital;

(5) Whether the transacting parties have made a commitment to assure the continuation of collective bargaining rights, if applicable, and retention of the workplace;

(6) Whether the transacting parties have appropriately accounted for employment needs at the facility and addressed workforce retraining needed as a consequence of any proposed restructuring;

(7) Whether the conversion demonstrates that the public interest will be served considering the essential medical services needed to provide safe and adequate treatment, appropriate access and balanced health care delivery to the residents of the state.

23-17.14-12. Review process by department of health for conversions involving for profit hospital as the acquiree -- The department of health shall review all proposed conversions involving a for profit hospital as the acquiree and either a for profit corporation or a not for profit hospital or corporation as the acquiror in accordance with the provisions for change of effective control pursuant to sections 23-17.14-3 and 23-17.14-4 23-17-14.3 and 23-17-14.4.

23-17.14-32. Powers of the attorney general - (a) The Attorney General shall have the power to decide whether any information required by this chapter of an applicant is confidential and/or proprietary. Such decisions by the attorney general shall be made prior to any public notice of an initial application or any public review of such information. and shall be binding on the attorney general, the department of health, and all experts or consultants engaged by the attorney general or the department of health.

SECTION 2. Chapter 23-17.14 of the General Laws entitled "The Hospital Conversions Act" is hereby amended by adding thereto the following section:

23-17.14-34. Judicial review. -- Any transacting party aggrieved by a final order of the department of health under this chapter may seek judicial review in the superior court in accordance with section 42-35-15 of the general laws. Any transacting party aggrieved by a final order of the attorney general under this chapter may seek judicial review by original action filed in superior court.

SECTION 3. This act shall take effect upon passage but shall not apply to any conversion of a hospital under Chapter 23-17.14 that is pending before the Department of the Attorney General or the Department of Health as of the date of passage of this act.