AB629,3,44 1. A change of at least 20% ownership or control.
AB629,3,55 2. Possession by the person of at least 50% ownership or control.
AB629,3,66 (b) "Hospital" has the meaning given in s. 50.33 (2).
AB629,3,77 (c) "Local agency" means an agency of a county, city, village or town.
AB629,3,88 (d) "Nonprofit corporation" has the meaning given in s. 181.02 (8).
AB629,3,119 (e) "Person" means an individual, sole proprietorship, partnership, association,
10limited liability company, corporation or joint stock company, lessee, trustee or
11receiver.
AB629,3,1312 (f) "State agency" has the meaning given in s. 16.004 (12) (a), except that it
13includes the University of Wisconsin Hospitals and Clinics Authority.
AB629,3,1414 (g) "Working day" has the meaning given in s. 227.01 (14).
AB629,3,18 15(2) Prohibition; approval required. (a) Except as provided in sub. (5), no
16person may engage in the acquisition of a hospital or a system of hospitals owned by
17any of the following unless the person has first received review and approval of an
18application concerning the acquisition under this section from the attorney general:
AB629,3,1919 1. A nonprofit corporation.
AB629,3,2020 2. A city.
AB629,3,2121 3. A county.
AB629,3,2222 4. The state.
AB629,3,2323 5. The University of Wisconsin Hospitals and Clinics Authority.
AB629,4,724 (b) If the proposed acquisition under this subsection is for a system of hospitals,
25the person who proposes to engage in the acquisition shall provide notice of the

1impending acquisition to the attorney general at least 30 days before the offer to
2purchase or lease is made. The attorney general shall, within 5 days after receipt
3of the notice, determine and notify the person as to whether a single application for
4the system or an application for each hospital within the system shall be submitted
5for review. If the attorney general determines that an application for each hospital
6within the system shall be submitted, no submitted application is complete until all
7complete applications for the hospitals within the system are submitted.
AB629,4,12 8(3) Application review by the attorney general; procedures. (a) An
9application for review by the attorney general that is required under sub. (2) shall,
10at the time the offer to purchase or lease is made, be submitted to the attorney
11general on a form that is provided by the attorney general. The application shall
12include all of the following:
AB629,4,1313 1. The name of the seller or lessor.
AB629,4,1514 2. The name of the purchaser or lessee and, if applicable, other parties to the
15acquisition.
AB629,4,1616 3. The terms of the proposed agreement.
AB629,4,1717 4. The sale price or rental charges.
AB629,4,1818 5. A copy of the acquisition agreement.
AB629,4,2019 6. A financial and economic analysis and report by an independent expert or
20consultant of the effect of the acquisition under the standards specified in sub. (4).
AB629,4,2221 (b) An application and all documents related to the application, as specified in
22par. (a), are public records for the purposes of subch. II of ch. 19.
AB629,4,2423 (c) 1. Within 5 working days after receipt of a completed application under par.
24(a), the attorney general shall do all of the following:
AB629,5,3
1a. Have notice of the application published as a class 2 notice, under ch. 985,
2in a newspaper having general circulation in the community or communities in
3which the hospital or system of hospitals to be sold or leased is located.
AB629,5,54 b. Notify by 1st class mail any person who has requested that the attorney
5general provide notice of the filing of hospital acquisition review applications.
AB629,5,66 2. Notice or a notification under subd. 1. shall state all of the following:
AB629,5,77 a. That a hospital acquisition review application has been received.
AB629,5,88 b. The names of the parties to the acquisition.
AB629,5,99 c. The contents of the hospital acquisition review application.
AB629,5,1110 d. The date by which a person may submit written comments about the hospital
11acquisition review application to the attorney general.
AB629,5,1512 e. That a public meeting will be held on the acquisition proposed by the
13application, the time and location of the meeting and the fact that any person may
14file written comments or exhibits for the meeting or may appear and make a
15statement at the meeting.
AB629,5,2316 (d) Not later than 30 days after receipt of a completed application under sub.
17(2) (a), or as soon as practicable but not more than 120 days after receipt of a
18completed application under sub. (2) (b), and after giving 10 working days' notice, the
19attorney general shall hold a public meeting at a location that, at a minimum, is in
20the community served by the hospital, on the acquisition proposed by the application.
21If the proposed acquisition is for a system of hospitals, a public meeting shall be held
22in each community served by the system. Any person may file written comments or
23exhibits for the meeting or may appear and make a statement at the meeting.
AB629,6,424 (e) The attorney general shall establish and maintain a summary of written
25and oral comments made for or at the public meeting, including all questions posed,

1and shall require answers of the appropriate parties. The summary and answers
2shall be filed in the office of the attorney general and in the public library of the public
3library system for the community served by the hospital and a copy shall be available
4upon request to the attorney general.
AB629,6,85 (f) The attorney general may subpoena additional information or witnesses,
6require and administer oaths, require sworn statements, take depositions and use
7related discovery procedures for purposes of the meeting under par. (d) and otherwise
8during performance of a review under this subsection.
AB629,6,149 (g) Within 60 days after receipt of a completed application under sub. (2) (a) or
10as soon as practicable but not more than 150 days after receipt of a completed
11application under sub. (2) (b), the attorney general shall review the application in
12accordance with the standards specified in sub. (4) and shall approve or disapprove
13the application. The attorney general may not make its decision based on any
14condition that is not directly related to the standards under sub. (4).
AB629,6,1715 (h) If the attorney general disapproves an application under par. (g), any of the
16following may bring an action in circuit court for a declaratory judgment under s.
17806.04 as to whether the proposed acquisition meets the standards under sub. (4):
AB629,6,1818 1. The applicant.
AB629,6,2219 2. Any person who submitted comments under par. (d) and who has a legal
20interest in a hospital for which acquisition is proposed or in another hospital that has
21contracted for the provision of essential health services with the hospital for which
22acquisition is proposed.
AB629,6,25 23(4) Application review by the attorney general; standards. The attorney
24general shall approve an application if he or she finds that the following standards
25are met:
AB629,7,2
1(a) That the acquisition is permitted under ch. 181 or any other statute that
2governs nonprofit entities.
AB629,7,53 (b) That the hospital exercised due diligence in deciding to sell or lease,
4selecting the purchaser or lessee and negotiating the terms and conditions of the sale
5or lease.
AB629,7,106 (c) That the procedure used by the seller or lessor in making its decision to sell
7or lease was adequate, including whether the seller or lessor used appropriate expert
8assistance. The attorney general may employ, at the purchaser's or lessee's expense,
9reasonably necessary expert assistance in considering evidence under this
10paragraph.
AB629,7,1311 (d) That conflict of interest was disclosed, including conflicts of interest related
12to members of the board of directors of, executives of or experts retained by the seller
13or lessor, the purchaser or lessee or other parties to the acquisition.
AB629,7,1514 (e) That charitable funds are not placed at unreasonable risk, if the acquisition
15is a sale that is financed in part by the seller.
AB629,7,1716 (f) That any management contract under the acquisition is for reasonably fair
17value.
AB629,7,2118 (g) That the sale or rental proceeds will be used for appropriate charitable
19health care purposes, including health promotion, in the community affected by the
20acquisition and that the proceeds will be controlled as charitable funds
21independently of the purchaser or parties to the acquisition.
AB629,7,2522 (h) That, if the hospital is sold, a right of first refusal is retained to repurchase
23the assets by a successor nonprofit corporation, by the city, county or state or by the
24University of Wisconsin Hospitals and Clinics Authority if the hospital is
25subsequently sold to, acquired by or merged with another entity.
AB629,8,3
1(5) Exemptions. The acquisition, by one of the following, of a hospital or system
2of hospitals owned by a nonprofit corporation is exempt from the application of this
3section:
AB629,8,44 (a) A state agency.
AB629,8,55 (b) A local agency.
AB629,8,66 (c) Another nonprofit corporation, to which all of the following apply:
AB629,8,87 1. The nonprofit corporation has a charitable health care purpose that is
8substantially similar to the corporation that owns the hospital or system of hospitals.
AB629,8,1192. The nonprofit corporation is an organization described in section 501 (c) (3)
10of the Internal Revenue Code that is exempt from federal income tax under section
11501 (a) of the Internal Revenue Code.
AB629,8,1412 3. The nonprofit corporation maintains on the board of directors of the acquired
13hospital or system of hospitals representation from the community affected by the
14acquisition.
AB629,8,18 15(6) Denial, suspension or revocation of certificate of approval. (a) No
16certificate of approval to maintain a hospital may be issued under s. 50.35 and a
17certificate of approval that has been issued under that section shall be suspended or
18revoked if any of the following occurs:
AB629,8,2019 1. Acquisition of a hospital that is subject to sub. (2) is made without approval
20by the attorney general.
AB629,8,2521 2. Acquisition of a hospital that is subject to sub. (2) is made after the attorney
22general has disapproved an application for the acquisition under sub. (4) and, if an
23action under s. 806.04 is brought, after a judicial determination is made under s.
24806.04 that the proposed acquisition does not meet the standards specified in sub.
25(4) (a) to (h).
AB629,9,3
1(b) If the attorney general is aware that a violation of par. (a) 1. or 2. has
2occurred, he or she shall notify the department of health and family services for
3appropriate action under s. 50.35.
AB629,9,7 4(7) Attorney general; authority. Nothing in this section or in s. 50.35 limits
5the authority of the attorney general to act with respect to an acquisition, including
6the authority of the attorney general to act under 15 USC 26, ch. 133 or other state
7law.
AB629, s. 3 8Section 3. Initial applicability.
AB629,9,109 (1) Acquisitions of hospitals. This act first applies to offers to purchase or
10lease hospitals that are made on the effective date of this subsection.
AB629,9,1111 (End)
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