17:48E-66 Notification of action constituting material change in form, procedure.

18. a. Except for a conversion pursuant to sections 2 through 14 and section 19 of this act, a health service corporation shall notify the Attorney General and the commissioner of the health service corporation's intent to engage in any action that constitutes or may constitute a material change in form at least 120 days prior to engaging in that action, or such shorter time expressly specified by statute or regulation, within which the commissioner is required to issue an approval or disapproval of the action. Upon the Attorney General's or commissioner's determination that the action is a material change in form, notice shall be given to the health service corporation and the Attorney General or commissioner, as applicable.

b. Within 90 days after the Attorney General or commissioner issues a notice of the determination that the action is a material change in form, the health service corporation shall submit to the commissioner and the Attorney General a petition for review of the material change in form if the health service corporation desires to proceed with the proposed action. The petition shall include an alternative foundation plan that contains the provisions set forth in section 19 of this act applicable under the circumstances, together with any additional provisions the Attorney General determines are reasonably required to coordinate the alternative foundation plan with any proceeding instituted or to be instituted by the commissioner in connection with the material change in form. The petition and alternative foundation plan shall be subject to Attorney General review under section 19 of this act and court approval pursuant to subsection f. of section 19 of this act. If the health service corporation does not desire to proceed with the proposed action, the health service corporation shall notify the commissioner and Attorney General and shall withdraw all filings and submissions made with the commissioner and Attorney General and not engage in the proposed action. If the health service corporation fails to comply with this subsection, the commissioner or Attorney General may seek appropriate relief in Superior Court.

c. An action that has been determined to constitute a material change in form shall not be consummated unless the Superior Court has issued its approval in accordance with subsection f. of section 19 of this act and the commissioner has issued an order or orders approving the material change in form and any related transactions, which, if applicable, may include a determination of the fair market value arising in connection with the material change in form with the concurrence of the Attorney General.

d. The commissioner may hold proceedings as the commissioner determines are necessary to permit him to enter an order or orders approving the material change in form and any related transactions. If either the commissioner or Attorney General determine that a valuation of the health service corporation is necessary, the appraisal shall be conducted in accordance with subsection c. of section 3 of this act.

e. Depending on the nature of the material change in form, the commissioner and Attorney General may permit or require the health service corporation, after complying with this section and consummating the material change in form, to continue to operate as a health service corporation, partially convert to for-profit form, or completely convert to for-profit form.

f. This section shall not apply to a conversion subject to sections 2 through 14 and section 19 of this act.

L.2001,c.131,s.18.