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PARRIS N. GLENDENING, Governor Ch. 154
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(e) In determining whether an acquisition is in the public interest, the
appropriate regulating entity shall consider:
(1) whether the transferer exercised due diligence in deciding to engage
in an acquisition, selecting the transferee, and negotiating the terms and conditions
of the acquisition;
(2) the procedures the transferor used in making the decision, including
whether appropriate expert assistance was used;
(3) whether any conflicts of interest were disclosed, including conflicts of
interest of board members, executives, and exports retained by the transferor,
transferee, or any other parties to the acquisition;
(4) whether the transferer will receive fair value for its public or
charitable assets;
(5) whether public or charitable assets are placed at unreasonable risk if
the acquisition is financed in part by the transferor;
(6) whether the acquisition has the likelihood of creating a significant
adverse effect on the availability or accessibility of health care services in the affected
community;
(7) whether the acquisition includes sufficient safeguards to ensure that
the affected community will have continued access to affordable health care; and
(8) whether any management contract under the acquisition is for fair
value.
6.5-303.
In determining whether to approve an acquisition of a [nonprofit health service
plan or a] nonprofit health maintenance organization, the Administration shall
consider:
(1) the criteria listed in § 6.5-301 of this subtitle; and
(2) whether the acquisition:
(i) is equitable to enrollees, insureds, shareholders, and certificate
holders, if any, of the transferor;
(ii) is in compliance with Title 2, Subtitle 6 of the Corporations and
Associations Article;
(iii) ensures that the transferee will possess surplus in an amount
sufficient to:
1. comply with the surplus required under law; and
2. provide for the security of the transferee's certificate
holders and policyholders.
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- 1563 -
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