Louisiana Administrative Code › Title 48 - PUBLIC HEALTH-GENERAL › Part XXV - Mergers, Acquisitions, and Re-Organization › Chapter 3 - Nonprofit Hospital Acquisitions: Authorization for the Attorney General to Review Nonprofit Hospital Acquisitions › Section XXV-303 - Definitions

Current through Register Vol. 50, No. 6, June 20, 2024
A. As used within
				the rules:
Acquirer
-any legal entity to which the
				  nonprofit hospital plans to sell, merge, or otherwise contract, along with each
				  affiliate, parent, and/or subsidiary which it directly or indirectly controls,
				  manages, owns, or operates. The
acquirer
may be another
				  nonprofit hospital.
Affiliate
-any or all of the following:
				  corporation; partnership; sole proprietorship; joint venture; trust; natural
				  person; or any other entity, whether existing for commercial or noncommercial
				  purposes, however organized, in which any person or entity owning, directly or
				  indirectly or beneficially, 3 percent of the acquirer owns directly, or
				  indirectly, or beneficially, 50 percent or more of the affiliates.
Attachment
-each document or object sent or
				  provided with any document or object, and includes each document or object sent
				  with it, whether it be a letter, memorandum, contract, document or other
				  writing or object.
Certified Mail
-uninsured first class mail
				  whose delivery is recorded by having the addressee sign for it.
Comment
-a written document offering
				  explanation, illustration, criticism, or personal opinion.
Days
-consecutive calendar days.
Department
-the Louisiana Department of
				  Justice, Office of the Attorney General.
Director
-the director of the Civil
				  Division.
Documents
or
Document
-all
				  writing or any other record of any kind, including originals and each and every
				  non-identical copy (if different from the original for any reason).
Document(s)
includes, but is not limited to:
a. correspondence, memoranda, notes, diaries, calendars,
				  statistics, letters, telegrams, minutes, contracts, reports, studies, checks,
				  statements, receipts, returns, summaries, pamphlets, books, and interoffice and
				  intra office communications;
b. notations (of any sort) of conversations, telephone calls,
				  meetings, and other communications;
c. bulletins, printed matter, computer printouts, computer
				  generated output, teletypes, telefax, facsimiles, invoices, worksheets, drafts,
				  alterations, modifications, changes, and amendments of any kind;
d. photographs, charts, maps, graphs, sketches, microfiche,
				  microfilm, videotapes, video recordings, and motion pictures; and
e. any electronic or mechanical records or tapes, cassette,
				  diskettes, audio recordings, computer hard drives and other means of storing
				  information.
Expert
-one who is knowledgeable in a
				  specialized field, that knowledge being obtained from either education or
				  personal experience. For example, any economist, accountant, financial advisor,
				  investment banker, broker, valuation specialist, or other person who is
				  consulted, relied upon, retained, or used by the nonprofit and/or
				  acquirer.
Financial Statement
-
a. any compilation or statement (audited, unaudited, or
				  draft) of the nonprofit's financial position.
Financial
				  statements
(regardless of precise terminology) include, but are not
				  limited to:
i. tax returns;
ii. balance sheets;
iii. statements of income and expenses;
iv. statements of profit and loss;
v. statements of stockholders' equity; and
vi. statements of changes in financial position;
b. each and every financial statement should include each and
				  every related footnote of the respective financial statement.
Foundation
-a permanent fund established and
				  maintained by contributions for charitable, educational, religious, or
				  benevolent purposes.
Nonprofit Hospital
or
Nonprofit
				  Entity
-any, some, or all of the firms, companies, or entities which
				  the notifying nonprofit hospital, any of its subsidiaries, affiliates (see
affiliate
definition), firms, companies or entities may
				  control, manage, own or operate. The nonprofit should be the entity filing the
				  notice with the attorney general.
Objection
-a written document offered in
				  opposition to the approval of an application which states the reason, grounds,
				  or cause for expressing opposition.
Person
-any natural person, public or
				  private corporation (whether or not organized for profit), governmental entity,
				  partnership, association, cooperative, joint venture, sole proprietorship, or
				  other legal entity. With respect to the nonprofit and/or acquirer, the term
person
also includes any natural person acting formally or
				  informally as an employee, officer, director, agent, attorney, or other
				  representative of the nonprofit and/or acquirer.
Persons on Record
-persons submitting
				  written documentation to the director, by certified mail, stating objections,
				  comments, or requests for notification of actions by the department involving a
				  particular application. Persons on record status must be renewed by written
				  request, sent by certified mail to the director, prior to December 31 of each
				  calendar year.
Transaction
or
Proposed
				  Transaction
-the proposed sale, merger, or other agreement between the
				  nonprofit hospital and the acquirer which resulted in the submission of the
				  notice to the attorney general pursuant to
				  R.S.
				  40:2115.11 et seq.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  40:2115.11 et
				  seq.