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Ch. 154 2002 LAWS OF MARYLAND
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C. dedicated to improving the Quality of health care in the
affected community; and
D. independent of the transferee; [and]
(3) ensure that no part of the public or charitable assets of the acquisition
inure directly or indirectly to an officer, director, or trustee of a nonprofit health entity;
AND
(4) ENSURE THAT NO OFFICER DIRECTOR OR TRUSTEE OF THE
NONPROFIT HEALTH ENTITY RECEIVES ANY IMMEDIATE OR FUTURE
REMUNERATION AS THE RESULT OF AN ACQUISITION OR PROPOSED ACQUISITION
EXCEPT IN THE FORM OF COMPENSATION PAID FOR CONTINUED EMPLOYMENT
WITH THE ACQUIRING ENTITY.
(c) The regulating entity may determine that a distribution of assets of a
nonprofit health entity is not required under this section if the transaction is:
(1) determined not to be an acquisition;
(2) in the ordinary course of business; and
(3) for fair value.
(d) In determining fair value, the appropriate regulating entity may consider
all relevant factors, including, as determined by the regulating entity:
(1) the value of the nonprofit health entity or an affiliate or the assets of
such an entity that is determined as if the entity had voting stock outstanding and
100% of its stock was freely transferable and available for purchase without
restriction;
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(2)
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the value as a going concern;
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(3)
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the market value;
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(4)
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the investment or earnings value;
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(5)
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the net asset value; and
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(6)
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a control premium, if any.
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(e) In determining whether an acquisition is in the public interest, the
appropriate regulating entity shall consider:
(1) whether the transferor 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;
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- 1568 -
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