Oregon Administrative Rules › Chapter 410 - OREGON HEALTH AUTHORITY, HEALTH SYSTEMS DIVISION: MEDICAL ASSISTANCE PROGRAMS › Division 141 - OREGON HEALTH PLAN › Section 410-141-5370 - CCO INSOLVENCY AND DISSOLUTION: Recovery From Parent Corporation Or Holding Company In The Event Of Liquidation Or Rehabilitation

Current through Register Vol. 63, No. 7, July 1, 2024
(1) If an order for liquidation or
			 rehabilitation of a CCO has been entered, the receiver appointed under the
			 order may recover, on behalf of the CCO, from any parent corporation or holding
			 company or person or affiliate who otherwise controlled the CCO, the amount of
			 distributions, other than distributions of shares of the same class of stock,
			 paid by the CCO on the CCO's capital stock, or any payment in the form of a
			 bonus, termination settlement or extraordinary lump sum salary adjustment made
			 by the CCO or the CCO's subsidiary to a director, officer or employee, when
			 such a distribution or payment is made at any time during the 12 calendar
			 months preceding the petition for liquidation, conservation or rehabilitation,
			 as the case may be, subject to the limitations of subsections (2), (3) and (4)
			 of this section.
(2) A distribution
			 to which subsection (1) of this section applies is not recoverable if the
			 parent or affiliate shows that the distribution was lawful and reasonable when
			 paid and that the CCO did not know and could not reasonably have known that the
			 distribution might adversely affect the ability of the CCO to fulfill the CCO's
			 contractual obligations.
(3) Any
			 person who was a parent corporation or holding company or a person who
			 otherwise controlled the CCO or affiliate at the time a distribution to which
			 subsection (1) of this section applies was paid is liable in an amount that is
			 not more than the amount of distributions or payments received by the person
			 under subsection (1) of this section. Any person who otherwise controlled the
			 CCO at the time such distributions were declared is liable up to the amount of
			 distributions the person would have received if the distributions had been paid
			 immediately. If two or more persons are liable with respect to the same
			 distributions, the persons are jointly and severally liable.
(4) The maximum amount recoverable under this
			 section is the amount needed in excess of all other available assets of the
			 impaired or insolvent CCO to pay the contractual obligations of the impaired or
			 insolvent CCO.
(5) To the extent
			 that any person liable under subsection (3) of this section is insolvent or
			 otherwise fails to pay claims due from the person pursuant to subsection (3) of
			 this section, the person's parent corporation or holding company or other
			 person who otherwise controlled the person liable under subsection (3) of this
			 section when the distribution was paid are jointly and severally liable for any
			 resulting deficiency in the amount recovered from the parent corporation or
			 holding company or person who otherwise controlled the person liable under
			 subsection (3) of this section.
(6)
			 If a CCO is placed into rehabilitation or liquidation and the CCO engages in
			 transactions within its holding company system that are subject to OAR
			 410-141-5320, the Authority retains jurisdiction over the CCO, any interested
			 affiliates of the CCO and the transaction for purposes of regulation and
			 enforcement under ORA 410-141-5320.
Statutory/Other Authority: ORS
				  413.042,
				  414.615,
				  414.625,
				  414.635 & 414.651
Statutes/Other Implemented: ORS
				  414.610 -
				  414.685