Wisconsin § 165.40 - Acquisition of hospitals.

§ 165.40. Acquisition of hospitals.

165.40(1) (1) Definitions. In this section: 165.40(1)(a) (a) “Acquisition” means the long-term leasing of a hospital or a system of hospitals, or the acquiring by a person of an ownership or controlling interest in a hospital or a system of hospitals that results in one of the following: 165.40(1)(a)1. 1. A change of at least 20 percent ownership or control. 165.40(1)(a)2. 2. Possession by the person of at least 50 percent ownership or control. 165.40(1)(am) (am) “Department” means the department of health services. 165.40(1)(b) (b) “Hospital” has the meaning given in s. 50.33 (2) . 165.40(1)(c) (c) “Local agency” means an agency of a county, city, village or town. 165.40(1)(d) (d) “Nonprofit corporation” has the meaning given in s. 181.0103 (17) . 165.40(1)(dm) (dm) “Office” means the office of the commissioner of insurance. 165.40(1)(e) (e) “Person” means an individual, sole proprietorship, partnership, association, limited liability company, corporation or joint stock company, lessee, trustee or receiver. 165.40(1)(f) (f) “State agency” has the meaning given in s. 16.004 (12) (a) , except that it includes the University of Wisconsin Hospitals and Clinics Authority. 165.40(1)(g) (g) “Working day” has the meaning given in s. 227.01 (14) . 165.40(2) (2) Prohibition; approval required. 165.40(2)(a) (a) Except as provided in sub. (5) , no person may engage in the acquisition of a hospital or a system of hospitals owned by any of the following unless the person has first received review and approval of an application concerning the acquisition under this section from the attorney general, the office and the department: 165.40(2)(a)1. 1. A nonprofit corporation. 165.40(2)(a)2. 2. A city. 165.40(2)(a)3. 3. A county. 165.40(2)(a)4. 4. The state. 165.40(2)(a)5. 5. The University of Wisconsin Hospitals and Clinics Authority. 165.40(2)(b) (b) If the proposed acquisition under this subsection is for a system of hospitals, the person who proposes to engage in the acquisition shall provide notice of the impending acquisition to the attorney general, to the office and to the department at least 30 days before the offer to purchase or lease is made. The attorney general shall, within 5 days after receipt of the notice, determine and notify the person as to whether a single application for the system or an application for each hospital within the system shall be submitted for review. If the attorney general determines that an application for each hospital within the system shall be submitted, no submitted application is complete until all complete applications for the hospitals within the system are submitted to the attorney general, to the office and to the department. 165.40(3) (3) Application review by the attorney general, the office and the department; procedures. 165.40(3)(a) (a) An application for review by the attorney general, the office and the department that is required under sub. (2) shall, at the time the offer to purchase or lease is made, be submitted to the attorney general, to the office and to the department on a form that is provided by the attorney general. The application shall include all of the following: 165.40(3)(a)1. 1. The name of the seller or lessor. 165.40(3)(a)2. 2. The name of the purchaser or lessee and, if applicable, other parties to the acquisition. 165.40(3)(a)3. 3. The terms of the proposed agreement. 165.40(3)(a)4. 4. The sale price or rental charges. 165.40(3)(a)5. 5. A copy of the acquisition agreement. 165.40(3)(a)6. 6. A financial and economic analysis and report by an independent expert or consultant of the effect of the acquisition under the standards specified in sub. (4) . 165.40(3)(b) (b) An application and all documents related to the application, as specified in par. (a) , are public records for the purposes of subch. II of ch. 19 . 165.40(3)(c) (c) 165.40(3)(c)1. 1. Within 5 working days after receipt of a completed application under par. (a) , the attorney general shall do all of the following: 165.40(3)(c)1.a. a. Have notice of the application published as a class 2 notice, under ch. 985 , in a newspaper having general circulation in the community or communities in which the hospital or system of hospitals to be sold or leased is located. 165.40(3)(c)1.b. b. Notify by 1st class mail any person who has requested that the attorney general provide notice of the filing of hospital acquisition review applications. 165.40(3)(c)2. 2. Notice or a notification under subd. 1. shall state all of the following: 165.40(3)(c)2.a. a. That a hospital acquisition review application has been received. 165.40(3)(c)2.b. b. The names of the parties to the acquisition. 165.40(3)(c)2.c. c. The contents of the hospital acquisition review application. 165.40(3)(c)2.d. d. The date by which a person may submit written comments about the hospital acquisition review application to the attorney general. 165.40(3)(c)2.e. e. That a public meeting will be held on the acquisition proposed by the application, the time and location of the meeting and the fact that any person may file written comments or exhibits for the meeting or may appear and make a statement at the meeting. 165.40(3)(d) (d) Not later than 30 days after receipt of a completed application under sub. (2) (a) , or as soon as practicable but not more than 120 days after receipt of a completed application under sub. (2) (b) , and after giving 10 working days’ notice, the attorney general shall hold a public meeting at a location that, at a minimum, is in the community served by the hospital, on the acquisition proposed by the application. If the proposed acquisition is for a system of hospitals, a public meeting shall be held in each community served by the system. Any person may file written comments or exhibits for the meeting or may appear and make a statement at the meeting. 165.40(3)(e) (e) The attorney general shall establish and maintain a summary of written and oral comments made for or at the public meeting, including all questions posed, and shall require answers of the appropriate parties. The attorney general shall in an expeditious manner provide the office and the department with a copy of the summary and answers. The summary and answers shall be filed in the office of the attorney general and in the public library of the public library system for the community served by the hospital and a copy shall be available upon request to the attorney general. 165.40(3)(f) (f) The attorney general may subpoena additional information or witnesses, require and administer oaths, require sworn statements, take depositions and use related discovery procedures for purposes of the meeting under par. (d) and otherwise during performance of a review under this subsection. The attorney general shall in an expeditious manner provide the office and the department with copies of any information obtained by the attorney general under this paragraph. 165.40(3)(g) (g) The attorney general shall provide the office and the department with any information about the application that is in addition to that which the attorney general has previously provided the office and the department. Within 60 days after receipt of a completed application under sub. (2) (a) or as soon as practicable but not more than 150 days after receipt of a completed application under sub. (2) (b) , the attorney general, the office and the department shall each independently review the application in accordance with the standards specified in sub. (4) and shall approve or disapprove the application. The attorney general, the office and the department may not make a decision under this paragraph based on any condition that is not directly related to the standards under sub. (4) . The attorney general, the office and the department shall jointly agree on a single release date for the decisions each has made under this paragraph and shall release their decisions on that date. 165.40(3)(h) (h) If the attorney general, the office or the department disapproves an application under par. (g) , any of the following may bring an action in circuit court for a declaratory judgment under s.