1399.65.
(a) (1) A health care service plan that intends to merge or consolidate with, or enter into an agreement resulting in its purchase, acquisition, or control by, any entity, including another health care service plan or a health insurer licensed under the Insurance Code, shall give notice to, and secure prior approval from, the director. A health care service plan that intends to acquire or obtain control of an entity through a change of governance or control of a material amount of assets of that entity shall give notice to, and secure prior approval from, the director. (2) The transactions or agreements described in paragraph (1) may not be completed until the director approves the transaction or agreement.
(3) A health care service plan described in paragraph (1) shall meet all of the requirements of this chapter. The health care service plan shall file all the information necessary for the director to make the determination to approve, conditionally approve, or disapprove the transaction or agreement described in paragraph (1), including, but not limited to, a complete description of the proposed transaction or agreement, any modified exhibits for plan licensure pursuant to Section 1351, any approvals by federal or other state agencies required for the transaction or agreement, and any supporting documentation required by the director.
(4) (A) The director may conditionally approve the transaction or agreement, contingent upon the health care service plan’s agreement to fulfill one or more conditions to benefit subscribers and enrollees of the health care service plan, provide for a stable health care delivery system, control costs to subscribers and enrollees, and impose other conditions specific to the transaction or agreement in furtherance of this chapter.
(B) The director may contract with an independent entity to monitor compliance with any or all conditions established pursuant to subparagraph (A) and report to the department. The health care service plan shall cooperate with the independent entity by, among other things, responding promptly to requests for information.
(C) For purposes of this paragraph, the director shall also review information from federal agencies and other state agencies, including agencies in other states, that is relevant to any of the parties to the transaction, and may indicate compliance with state or federal laws, including the laws of other states. The health care service plan applying for approval under this section shall cooperate with the department in obtaining information from out-of-state agencies or federal agencies, including, but not limited to, providing the department with necessary written consent or authorizations, or both, for obtaining requested information.
(4) (D) The director may conditionally approve the transaction or agreement, contingent upon the health care service plan’s agreement to fulfill one or more conditions to benefit subscribers and enrollees of the health care service plan, provide for a stable health care delivery system, and impose other conditions specific to the transaction or agreement in furtherance of this chapter. The director shall engage stakeholders in determining the measures for improvement. For a major transaction or agreement, the director shall obtain an independent analysis of the impact of the transaction or agreement on subscribers and enrollees, the stability of the health care delivery system, and other relevant provisions of this chapter. For any other transaction or agreement, the director may obtain an independent analysis consistent with this paragraph.
(E) Failure to comply with a condition established pursuant to subparagraph (A) shall constitute grounds for disciplinary action by the director, as set forth in Article 7 (commencing with Section 1386).
(5) If an entity involved in the transaction or agreement is a nonprofit corporation described in Section 5046 of the Corporations Code, the health care service plan shall file all the information required by Article 11 (commencing with Section 1399.70).
(b) (1) In addition to any grounds for disapproval as a result of information provided by a health care service plan pursuant to paragraph (3) of subdivision (a), the director may disapprove the transaction or agreement if the director finds the transaction or agreement would substantially lessen competition in health care service plan products or create a monopoly in this state, including, but not limited to, health coverage products for a specific line of business. In making this finding, the director may obtain an opinion from a consultant or consultants with the expertise to assess the competitive impact of the transaction or agreement.
(2) In addition to any grounds for disapproval as a result of information provided by a health care service plan pursuant to paragraph (3) of subdivision (a) or paragraph (1) of this subdivision, the director may disapprove the transaction or agreement if the director finds the transaction or agreement would substantially lessen competition in the health system or among a particular category of health care providers. In so doing, the director shall provide to the Attorney General information related to competition. The authority of the Attorney General to maintain competitive markets, including, but not limited to, seeking injunctive relief as described in Section 16754.5 of the Business and Professions Code, and prosecute state and federal antitrust and unfair competition violations shall not be narrowed, abrogated, or otherwise altered by this section.
(3) In making a finding pursuant to paragraph (1) or (2), the director may obtain an opinion from a consultant or consultants with the expertise to assess the competitive impact of the transaction or agreement.
(c) Prior to approving, conditionally approving, or disapproving a major transaction or agreement, the department shall hold a public meeting on the proposed transaction or agreement. For any other transaction or agreement, the department may hold a public meeting on the proposed transaction or agreement. The public meeting shall be conducted pursuant to the Bagley-Keene Open Meeting Act (Article 9 (commencing with Section 11120) of Chapter 1 of Part 1 of Division 3 of Title 2 of the Government Code). The meeting shall permit the parties to the proposed transaction and members of the public to provide written and verbal comments regarding the proposed transaction. If a substantive change in the proposed transaction or agreement is submitted to the director after the initial public meeting, the director may conduct an additional public meeting to hear comments from interested parties with respect to that change. The director shall consider the testimony and comments received at the public meeting in making the determination to approve, conditionally approve, or disapprove the transaction or agreement.
(d) If the director determines a material amount of assets of a health care service plan is subject to purchase, acquisition, or control, the director shall prepare a statement describing the proposed transaction or agreement subject to subdivision (a) and make it available to the public. The statement shall be made available before the public meeting.
(e) This section does not limit the authority of the director to enforce any other provision of this chapter.
(f) The following definitions apply for purposes of this section:
(1) “Acquiring” an entity includes the sale, transfer, lease, exchange, option, conveyance, or other disposition of an entity’s assets to a health care service plan if a material amount of the assets of the entity are involved in the agreement or transaction. Acquiring an entity also includes the acquisition of an entity by a corporate affiliate of a health care service plan if the agreement or transaction will impact enrollees of the health care service plan in this state.
(f) For purposes (2) of this section, “entity” “Entity” means a health care service plan, an individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a business trust, an unincorporated organization, any similar entity, or any combination thereof acting in concert.
(g) (1) For purposes (3) (A) of this section, “major “Major transaction or agreement” means a transaction or agreement that meets any of the following criteria:
(A) (i) Affects a significant number of enrollees.
(B) (ii) Involves a material amount of assets.
(C) (iii) Adversely affects either the subscribers or enrollees or the stability of the health care delivery system because of the entity’s market position, including, but not limited to, the entity’s market exit from a market segment or the entity’s dominance of a market segment.
(2) (B) The director shall, upon request, make available to the public his or her the director’s determination of whether a transaction or agreement meets the criteria set forth in this subdivision. paragraph.
(4) “Obtaining control” of an entity occurs if the entity transfers control, responsibility, or governance of a material amount of its assets or operations to a health care service plan.
(5) “Transfer” includes the substitution of one or more new corporate members that would transfer the control of, responsibility for, or governance of the entity. “Transfer” also includes the substitution of one or more members of the entity’s governing body, or an arrangement, written or oral, that would transfer voting control of the members of the governing body.
(g) Notwithstanding Section 1344 or any other law, the director shall not waive, or delay implementation of, any requirement imposed on a health care service plan under this section.
(h) A contract entered into with a consultant or consultants under this section shall be on a noncompetitive bid basis and shall be exempt from Chapter 2 (commencing with Section 10290) of Part 2 of Division 2 of the Public Contract Code.