Colorado Hospital Transfer Act: C.R.S. § 6-19-101 et seq.

Current Status: Effective Since 2022.

View full legislation

Key Takeaways

• Requires parties to provide notice to the Colorado Attorney General (“CO AG”) for certain healthcare mergers, acquisitions, affiliations and other transactions involving hospitals.
• The parties must provide 60 days notice before closing to the CO AG.
• The statute provides time for the CO AG to review transactions, but does not grant any additional powers to block or modify transactions beyond existing Colorado antitrust laws.

Covered Health Care Entities

Applies to certain healthcare entities which are “licensed or certified hospitals” in Colorado (unless wholly owned and operated by any governmental unit or agency), including:

• Hospitals (both nonprofit and for-profit);
• Freestanding emergency departments;
• Ambulatory surgical centers;
• Psychiatric hospitals;
• Nursing care facilities;
• Hospice care;
• Assisted living residences;
• Dialysis treatment clinics;
• Community clinics;
• Rehabilitation hospitals;
• Home care agencies; or
• Other similar facilities.

Covered Transactions

Parties must provide notice for certain types of transactions, including:

• The sale, transfer, lease, exchange, or other disposition of 50% or more of the fair market value of the assets of a healthcare entity;
• A series of transactions taking place in any five-year period, which would result in the aggregate of the transfer of 50% or more of a healthcare entity's assets, shall in all circumstances be deemed to be a covered transaction; or
• Sale, transfer, or other disposition of the control of a parent company, holding company, or other entity controlling a healthcare entity.

Size-Related Thresholds

There are no specific revenue thresholds required under the statute.

Timing

Parties must provide notice to the CO AG at least 60 days before closing.

For transactions between a nonprofit healthcare entity and a for-profit entity, the CO AG may extend the review period by an additional 90 days if the CO AG determines, for good cause, that such additional time is warranted.

Notification Requirements

For Covered Transactions between two nonprofit health care entities, the notice must include:

• A statement on the charitable purposes of each nonprofit entity entering into the covered transaction; and
• A statement concerning the relationship of these purposes to the hospital involved in the transaction.

For Covered Transactions between a nonprofit health care entity and a for-profit entity, the notice must include:

• All proposed agreements relating to the proposed transaction;
• All agreements regarding collateral transactions that relate to the principal transaction;
• Any reports of financial and economic analysis that the nonprofit entity reviewed or relied on in negotiating the proposed transaction; and
• An explanation of how the completed transaction will comply with the requirements that it is in the public interest and protected the charitable proceeds.

The parties must include with the notice a certification that public notice of the transaction will be made within 7 days of notifying the CO AG.

Confidentiality

The statute does not specify the confidentiality or the treatment of the notification to the CO AG.

Noncompliance Penalties

CO AG may seek and obtain a temporary restraining order (TRO) or injunction, or both, prohibiting a party from continuing their noncompliance with the Colorado Hospital Transfer Act, and the court may make further orders or judgments.

However, the statute includes no other enumerated penalties for noncompliance.

[View source.]