2023 New York Laws › PBH - Public Health › Article 45-A - Disclosure of Material Transactions › 4550 - Definitions.

§  4550.  Definitions. For the purposes of this article, the following
terms shall have the following meanings:
1. "Control" means the possession, direct or indirect, of the power to
direct  or  cause  the  direction  of  the  management,   administrative
functions,  and  policies  of  a health care entity, whether through the
ownership of voting securities or rights, control,  either  directly  or
indirectly,  by  contract  (except  a  commercial  contract for goods or
non-management services) or otherwise; but no person shall be deemed  to
control  another person solely by reason of being an officer or director
of a health care entity. "Control" shall be presumed  to  exist  if  any
person directly or indirectly owns, controls, or holds with the power to
vote  ten  percent  or  more  of  the voting securities of a health care
entity.
2. "Health care  entity"  shall  include  but  not  be  limited  to  a
physician  practice,  group,  or  management  services  organization  or
similar entity providing all or substantially all of the  administrative
or  management  services  under  contract  with  one  or  more physician
practices, provider-sponsored organization, health  insurance  plan,  or
any  other  kind of health care facility, organization or plan providing
health care services in this state; provided, however,  that  a  "health
care  entity"  shall not include an insurer authorized to do business in
this state, or a pharmacy benefit manager registered or licensed in this
state. An "insurer" shall not  include  non-insurance  subsidiaries  and
affiliated entities of insurance companies regulated under the insurance
law or this chapter.
3.  "Health  equity"  shall mean achieving the highest level of health
for all people and shall entail focused  efforts  to  address  avoidable
inequalities  by  equalizing  those conditions for health for those that
have experienced injustices, socioeconomic disadvantages,  and  systemic
disadvantages.
4. "Material transaction" shall mean:
(a)  any of the following, occurring during a single transaction or in
a series of related transactions that take place within a rolling twelve
month time period, and meet or exceed thresholds, for factors  including
but not limited to changes in revenue:
(i) a merger with a health care entity;
(ii) an acquisition of one or more health care entities, including but
not  limited  to  the  assignment,  sale, or other conveyance of assets,
voting securities, membership, or partnership interest or  the  transfer
of control;
(iii)  an  affiliation  agreement  or contract formed between a health
care entity and another person; or
(iv) the formation of a partnership, joint venture,  accountable  care
organization,  parent  organization, or management services organization
for  the  purpose  of  administering  contracts   with   health   plans,
third-party  administrators,  pharmacy  benefit managers, or health care
providers as prescribed by the commissioner by regulation.
(b) "Material transaction" shall not include a clinical affiliation of
health care entities formed for the purpose of collaborating on clinical
trials or graduate medical education programs and shall not include  any
transaction   that   is   already   subject   to  review  under  article
twenty-eight,  thirty,   thirty-six,   forty,   forty-four,   forty-six,
forty-six-A,  or  forty-six-B  of  this  chapter. "Material transaction"
shall not include  a  de  minimis  transaction,  which  shall  mean  for
purposes   of  this  article  a  transaction  or  a  series  of  related
transactions which result in a health care entity increasing  its  total
gross in-state revenues by less than twenty-five million dollars.