N.Y. Public Health Law § 4550: Definitions

§ 4550. Definitions. For the purposes of this article, the following

terms shall have the following meanings:

1. "Control" means the possession, direct or indirect, of the power to

direct or cause the direction of the management, administrative

functions, and policies of a health care entity, whether through the

ownership of voting securities or rights, control, either directly or

indirectly, by contract (except a commercial contract for goods or

non-management services) or otherwise; but no person shall be deemed to

control another person solely by reason of being an officer or director

of a health care entity. "Control" shall be presumed to exist if any

person directly or indirectly owns, controls, or holds with the power to

vote ten percent or more of the voting securities of a health care

entity.

2. "Health care entity" shall include but not be limited to a

physician practice, group, or management services organization or

similar entity providing all or substantially all of the administrative

or management services under contract with one or more physician

practices, provider-sponsored organization, health insurance plan, or

any other kind of health care facility, organization or plan providing

health care services in this state; provided, however, that a "health

care entity" shall not include an insurer authorized to do business in

this state, or a pharmacy benefit manager registered or licensed in this

state. An "insurer" shall not include non-insurance subsidiaries and

affiliated entities of insurance companies regulated under the insurance

law or this chapter.

3. "Health equity" shall mean achieving the highest level of health

for all people and shall entail focused efforts to address avoidable

inequalities by equalizing those conditions for health for those that

have experienced injustices, socioeconomic disadvantages, and systemic

disadvantages.

4. "Material transaction" shall mean:

(a) any of the following, occurring during a single transaction or in

a series of related transactions that take place within a rolling twelve

month time period, and meet or exceed thresholds, for factors including

but not limited to changes in revenue:

(i) a merger with a health care entity;

(ii) an acquisition of one or more health care entities, including but

not limited to the assignment, sale, or other conveyance of assets,

voting securities, membership, or partnership interest or the transfer

of control;

(iii) an affiliation agreement or contract formed between a health

care entity and another person; or

(iv) the formation of a partnership, joint venture, accountable care

organization, parent organization, or management services organization

for the purpose of administering contracts with health plans,

third-party administrators, pharmacy benefit managers, or health care

providers as prescribed by the commissioner by regulation.

(b) "Material transaction" shall not include a clinical affiliation of

health care entities formed for the purpose of collaborating on clinical

trials or graduate medical education programs and shall not include any

transaction that is already subject to review under article

twenty-eight, thirty, thirty-six, forty, forty-four, forty-six,

forty-six-A, or forty-six-B of this chapter. "Material transaction"

shall not include a de minimis transaction, which shall mean for

purposes of this article a transaction or a series of related

transactions which result in a health care entity increasing its total

gross in-state revenues by less than twenty-five million dollars.