OAR 410-141-5280
CCO ACQUISITIONS AND MERGERS: Determination Concerning Proposed Activity, Time For Decision, Grounds For Refusal

(1) Prior to approving or disapproving the proposed activity, the Authority shall engage the public, Oregon’s Medicaid Advisory Committee, and the Community Advisory Councils of the CCO. The Authority’s engagement of the public shall include the following, coordinated with DCBS where efficient:
(a) Seeking recommendations by the Community Advisory Councils of the CCO regarding persons who should be notified,
(b) A public hearing in each service area of the CCO,
(c) A public comment period,
(d) An opportunity to provide input on a draft of the Authority’s detailed analyses described under subsection (4),
(e) Seeking feedback from the Medicaid Advisory Committee, and
(f) Posting on the Authority’s web site of the Form A and significant documents relating to the Form A. If any such document contains information protected from disclosure by state or federal law or protected from disclosure as a trade secret, as defined in ORS 192.345 (Public records conditionally exempt from disclosure), including compensation paid to providers by the CCO, then the Authority shall redact the document pursuant to ORS 192.338 (Exempt and nonexempt public record to be separated).
(2) The Authority shall make a determination concerning the proposed activity described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) within a period that begins 60 days before the effective date of the activity. The Authority may refuse, after a public hearing, to approve a proposed activity if:
(a) The activity is contrary to law or would result in a prohibited combination of risks or classes of insurance;
(b) The activity is inequitable or unfair to the Members or shareholders of any CCO involved in, or to any other person affected by, the proposed activity. However, in connection with an acquisition of the CCO’s voting securities from the CCO’s shareholders, the Authority shall evaluate whether the proposed acquisition is fair to the shareholders of the CCO to be acquired only with respect to any shareholders that are unaffiliated with the acquiring party or parties and that would remain after the acquisition is completed;
(c) The activity would substantially reduce;
(A) The security of and service to be rendered to Members of any CCO involved in the proposed activity or would otherwise prejudice the interests of such Members or other Oregonians;
(B) Access to and quality of health care for Oregonians, or would substantially increase the cost of health care for Oregonians, including health care outside of the Medicaid program; or
(C) The ability of any CCO involved in the proposed activity to:
(i) Perform its contractual obligations to the Authority;
(ii) Innovate, coordinate care, provide value, and deliver high-quality services;
(iii) Demonstrate commitment to addressing health disparities and inequities;
(iv) Be strongly connected to the community served by the CCO, including the CCO’s community advisory council, community health improvement plan, and the Authority requirements to engage with the community;
(v) Provide services cost effectively and within cost growth limits imposed by the Authority or the state;
(vi) Support social determinants of health in the community served by the CCO, as required by its Contract with the Authority; or
(vii) Satisfy the Authority’s policy priorities as required by its contract with the Authority or as adopted by the Oregon Health Policy Board.
(d) The activity provides for a foreign or alien CCO to be an acquiring party, and the Authority further finds that the CCO cannot satisfy the requirements of this state for transacting the CCO business that would be affected by the activity.
(e) The activity or the completion of the activity would substantially diminish competition in this state or tend to create a monopoly. An activity that the Authority determines would substantially diminish competition in this state or tend to create a monopoly may be approved if within a specific period of time a party removes the basis upon which the Authority would have otherwise disapproved the activity.
(f) After the change of control or ownership, the CCO to which the activity described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) applies would not be able to satisfy the requirements for receiving a CCO contract to transact the line or lines of business for which the CCO is currently authorized.
(g) The financial condition of any acquiring party might jeopardize the financial stability of the CCO.
(h) The plans or proposals that the acquiring party has to liquidate the CCO, sell the CCO’s assets or consolidate or merge the CCO with any person, or to make any other material change in the CCO’s business or corporate structure or management, are unfair and unreasonable to the CCO’s Members and not in the public interest.
(i) The competence, experience and integrity of the persons that would control the operation of the CCO are such that permitting the activity or permitting completion of the activity would not be in the interest of the CCO’s Members and the public.
(j) Any CCO involved in the activity or any acquiring party does not comply with, or the activity presents a substantial risk that any such CCO or acquiring party will not comply with:
(A) ORS 414.625(2), with respect to the CCO’s governing body;
(B) 42 C.F.R. Part 438, Subpart H or 42 C.F.R. 438.808, with respect to the CCO’s ownership, control and affiliations;
(C) Minimum medical loss ratio requirements;
(D) Any other applicable law; or
(E) The CCO’s contractual obligations to the Authority.
(k) The activity or completing the activity is likely to be hazardous or prejudicial to members of the CCO, other Medicaid members, or the insurance-buying public.
(L) The activity or completing the activity is likely to reduce the CCO’s demonstrated commitment to addressing health disparities and inequities, create or increase disparities or inequities, or make it more difficult to achieve health equity in the state.
(m) The activity is subject to other material and reasonable objections.
(3) If the Authority does not approve the activity, then the activity may not proceed, without regard to whether DCBS has approved it. If the activity is subject to approval by DCBS, then:
(a) The Authority shall work in concert with DCBS to jointly analyze the proposed acquisition;
(b) The Authority may rely on DCBS as to grounds that are common to the DCBS approval and the Authority approval;
(c) The Authority shall exercise independent judgment as to grounds for the Authority’s approval that are not grounds for DCBS approval; and
(d) The Authority shall approve the activity only if DCBS also approves the activity and shall do so concurrently.
(4) The Authority may disapprove, approve, or approve with conditions a proposed acquisition. OHA shall publish detailed analyses justifying OHA’s decisions. If the Authority disapproves the proposed activity, the Authority shall promptly notify, in writing, the CCO and each acquiring party involved in the proposed activity, specifying the bases, factors and reasons for the disapproval and giving the CCO and each acquiring party that filed the statement relating to the proposed activity an opportunity to amend the statement, if possible, to obviate the Authority’s objections.
(5) If the Authority determines that a party that proposes to acquire control of a CCO must maintain or restore the CCO’s capital to a level required under the laws and rules of this state, the Authority shall make and communicate the determination to the acquiring party not later than 60 days after the acquiring party files the statement required under OAR 410-141-5265 (CCO ACQUISITIONS AND MERGERS: Procedure For Acquiring Controlling Interest).
(6) The acquiring party or parties that filed Form A under OAR 410-141-5265 (CCO ACQUISITIONS AND MERGERS: Procedure For Acquiring Controlling Interest) shall file any amendment to Form A that responds to the Authority’s objection and, if a hearing was held on the proposed activity, shall resubmit the amendment at a hearing held under this section unless the Authority finds that a hearing is not necessary to protect the Members, shareholders or any other person the proposed activity affects.
(7) The Authority may retain at the acquiring party’s expense any actuaries, accountants and other experts not otherwise a part of the Authority’s staff as the Authority may reasonably need to assist the Authority in reviewing the proposed activity.
(8) The Authority may establish the effective date of an activity to which OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied) applies in the order that approves the activity.
(9) If the Authority issues a notice of approval, the acquiring party and the CCO must submit to the Authority the disclosures required by 42 C.F.R. § 455.104.
(10) Within 60 days after receiving a notice of approval or disapproval, any CCO or other party to a proposed activity, including the CCO subject to the acquisition, may appeal the Authority’s final order as provided in ORS chapter 183. For purposes of the judicial review, the specifications the Authority must set forth in the Authority’s written notice are the findings of fact and conclusions of law of the Authority.
(11) Not later than the 30th day after consummation of an activity described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied), the acquiring party shall submit to the Authority a statement that the activity has been consummated. The statement must be made under the oath of the presiding officer of the board of directors of the acquiring party.
(12) Not later than one year after consummation of an activity described in OAR 410-141-5260 (CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied), the CCO subject to the acquisition shall submit to the Authority a retrospective review of the transaction. The retrospective review shall include analyses of the following (with any relevant supporting documentation, and with specific regard to each of the paragraphs of OAR 410-141-5265 (CCO ACQUISITIONS AND MERGERS: Procedure For Acquiring Controlling Interest)(5)(L)):
(a) The extent to which the business plans for the CCO after the proposed activity, as submitted to the Authority in response to OAR 410-141-5265 (CCO ACQUISITIONS AND MERGERS: Procedure For Acquiring Controlling Interest)(5)(L), have been realized; and
(b) The explanation for, and the CCO’s planned rectification of, any respect in which those business plans have not been realized.

Source: Rule 410-141-5280 — CCO ACQUISITIONS AND MERGERS: Determination Concerning Proposed Activity, Time For Decision, Grounds For Refusal, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=410-141-5280.

410‑141‑3500
Definitions 410‑141‑3501
Administration of Oregon Integrated and Coordinated Health Care Delivery System Regulation 410‑141‑3505
Use of Subcontractors 410‑141‑3510
Provider Contracting and Credentialing 410‑141‑3515
Network Adequacy 410‑141‑3520
Record Keeping and Use of Health Information Technology 410‑141‑3525
Outcome and Quality Measures 410‑141‑3530
Sanctions 410‑141‑3540
Member Protections 410‑141‑3545
Coordinated Care Organization Behavioral Health Provider, Treatment and Facility Certification and Licensure 410‑141‑3550
Resolving Disputes between MCEs and the Authority 410‑141‑3555
Resolving Disputes between Health Care Entities and CCOs that Concern CCO Contact Award 410‑141‑3560
Resolving Contract Disputes Between Health Care Entities and CCOs 410‑141‑3565
Managed Care Entity Billing 410‑141‑3566
Telehealth Service and Reimbursement Requirements 410‑141‑3570
Managed Care Entity Encounter Claims Data Reporting 410‑141‑3575
MCE Member Relations: Marketing 410‑141‑3580
MCE Member Relations: Potential Member Information 410‑141‑3585
MCE Member Relations: Education and Information 410‑141‑3590
MCE Member Relations: Member Rights and Responsibilities 410‑141‑3600
MCE Assessment: Definitions 410‑141‑3601
MCE Assessment: General Administration 410‑141‑3605
MCE Assessment: Disclosure of Information 410‑141‑3610
MCE Assessment: Calculation, Report, Due Date, Verification 410‑141‑3615
MCE Assessment: Filing an Amended Report 410‑141‑3620
MCE Assessment: Determining the Date Filed 410‑141‑3625
MCE Assessment: Authority to Audit Records 410‑141‑3630
MCE Assessment: Determining Assessment Liability on Failure to File 410‑141‑3635
MCE Assessment: Financial Penalty for Failure to File a Report or Failure to Pay Assessment When Due 410‑141‑3640
MCE Assessment: Notice of Proposed Action 410‑141‑3645
MCE Assessment: Hearing Process 410‑141‑3650
MCE Assessment: Final Order of Payment 410‑141‑3655
Assessment: Remedies Available after Final Order of Payment 410‑141‑3700
CCO Application and Contracting Procedures 410‑141‑3705
Criteria for CCOs 410‑141‑3710
Contract Termination and Close-Out Requirements 410‑141‑3715
CCO Governance 410‑141‑3720
Service Area Change for Existing CCOs 410‑141‑3725
CCO Contract Renewal Notification 410‑141‑3730
Community Health Assessment and Community Health Improvement Plans 410‑141‑3735
Social Determinants of Health and Equity 410‑141‑3740
Traditional Health Workers 410‑141‑3800
CCO Enrollment for Children Receiving Health Services 410‑141‑3805
Mandatory MCE Enrollment Exceptions 410‑141‑3810
Disenrollment from MCEs 410‑141‑3815
CCO Enrollment for Temporary Out-of-Area Behavioral Health Treatment Services 410‑141‑3820
Covered Services 410‑141‑3825
Excluded Services and Limitations 410‑141‑3830
Prioritized List of Health Services 410‑141‑3835
MCE Service Authorization 410‑141‑3840
Emergency and Urgent Care Services 410‑141‑3845
Health-Related Services 410‑141‑3850
Transition of Care 410‑141‑3855
Pharmaceutical Services 410‑141‑3860
Integration and Coordination of Care 410‑141‑3865
Care Coordination Requirements 410‑141‑3870
Intensive Care Coordination 410‑141‑3875
MCE Grievances & Appeals: Definitions and General Requirements 410‑141‑3880
Grievances & Appeals: Grievance Process Requirements 410‑141‑3885
Grievances & Appeals: Notice of Action/Adverse Benefit Determination 410‑141‑3890
Grievances & Appeals: Appeal Process 410‑141‑3895
Grievances & Appeals: Expedited Appeal 410‑141‑3900
Grievances & Appeals: Contested Case Hearings 410‑141‑3905
Grievances & Appeals: Expedited Contested Case Hearings 410‑141‑3910
Grievances & Appeals: Continuation of Benefits 410‑141‑3915
Grievances & Appeals: System Recordkeeping 410‑141‑3920
Transportation: NEMT General Requirements 410‑141‑3925
Transportation: Vehicle Equipment and Driver Standards 410‑141‑3930
Transportation: Out-of-Service Area and Out-of-State Transportation 410‑141‑3935
Transportation: Attendants for Child and Special Needs Transports 410‑141‑3940
Transportation: Secured Transports 410‑141‑3945
Transportation: Ground and Air Ambulance Transports 410‑141‑3955
Transportation: Member Service Modifications and Rights 410‑141‑3960
Transportation: Member Reimbursed Mileage, Meals, and Lodging 410‑141‑3965
Reports and Documentation 410‑141‑5000
FINANCIAL SOLVENCY REGULATION: Definitions 410‑141‑5005
FINANCIAL SOLVENCY REGULATION: CCO Financial Solvency Requirements 410‑141‑5010
FINANCIAL SOLVENCY REGULATION: Procedure for General Financial Reporting and for Determining Financial Solvency Matters 410‑141‑5015
FINANCIAL SOLVENCY REGULATION: Financial Statement Reporting 410‑141‑5020
FINANCIAL SOLVENCY REGULATION: Annual Audited Financial Statements and Auditor’s Report 410‑141‑5025
FINANCIAL SOLVENCY REGULATION: Qualifications of Independent Certified Public Accountant 410‑141‑5030
FINANCIAL SOLVENCY REGULATION: Notification of Adverse Financial Condition 410‑141‑5035
FINANCIAL SOLVENCY REGULATION: Accountant’s Letter of Qualifications 410‑141‑5040
FINANCIAL SOLVENCY REGULATION: Independent Certified Public Accountants Workpapers 410‑141‑5045
FINANCIAL SOLVENCY REGULATION: Corporate Governance Annual Disclosure Filing 410‑141‑5050
FINANCIAL SOLVENCY REGULATION: Requirements for Reinsurance 410‑141‑5055
FINANCIAL SOLVENCY REGULATION: Requirements for Obtaining Credit for Reinsurance 410‑141‑5060
FINANCIAL SOLVENCY REGULATION: Qualified Trust Agreements 410‑141‑5065
FINANCIAL SOLVENCY REGULATION: Letters of Credit 410‑141‑5070
FINANCIAL SOLVENCY REGULATION: Assets, Liabilities, Reserves 410‑141‑5075
FINANCIAL SOLVENCY REGULATION: Disallowance of Certain Reinsurance Transactions 410‑141‑5080
FINANCIAL SOLVENCY REGULATION: Transparency 410‑141‑5085
ASSET VALUATION AND PERMITTED INVESTMENTS: Definitions 410‑141‑5090
ASSET VALUATION AND PERMITTED INVESTMENTS: Calculation of Value 410‑141‑5095
ASSET VALUATION AND PERMITTED INVESTMENTS: Assets Other Than Securities 410‑141‑5100
ASSET VALUATION AND PERMITTED INVESTMENTS: Investments Used to Provide Compensating Balances 410‑141‑5105
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment of Required Capitalization 410‑141‑5110
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment in Mortgage Loans 410‑141‑5115
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment in Real Property 410‑141‑5120
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment in Corporate Stocks 410‑141‑5125
ASSET VALUATION AND PERMITTED INVESTMENTS: Loans 410‑141‑5130
ASSET VALUATION AND PERMITTED INVESTMENTS: Investments 410‑141‑5135
ASSET VALUATION AND PERMITTED INVESTMENTS: Personal Property 410‑141‑5140
ASSET VALUATION AND PERMITTED INVESTMENTS: “Prudent Investor” Standard 410‑141‑5145
ASSET VALUATION AND PERMITTED INVESTMENTS: Prohibited Conduct by Directors, Trustees, Officers, Agents or Employees 410‑141‑5150
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment of Funds in Obligations That Are Not Investment Quality 410‑141‑5155
ASSET VALUATION AND PERMITTED INVESTMENTS: Approval by Board 410‑141‑5160
ASSET VALUATION AND PERMITTED INVESTMENTS: Record of Investments 410‑141‑5165
ASSET VALUATION AND PERMITTED INVESTMENTS: Prohibited Investments 410‑141‑5170
CAPITALIZATION: Capital and Surplus 410‑141‑5175
CAPITALIZATION: Impaired Capital and Surplus 410‑141‑5180
CAPITALIZATION: Dividend and Distribution Restrictions 410‑141‑5185
CAPITALIZATION: Restricted Reserve Account 410‑141‑5190
CAPITALIZATION: Surplus Notes 410‑141‑5195
CAPITALIZATION: Risk-based Capital (RBC) Definitions 410‑141‑5200
CAPITALIZATION: RBC Reports 410‑141‑5205
CAPITALIZATION: Company Action Level Event 410‑141‑5210
CAPITALIZATION: Regulatory Action Level Event 410‑141‑5215
CAPITALIZATION: Authorized Control Level Event 410‑141‑5220
CAPITALIZATION: Mandatory Control Level Event 410‑141‑5225
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Extraordinary Dividends and Other Distributions 410‑141‑5230
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Reports of Material Acquisitions And Dispositions Of Assets, and Changes to Ceded Reinsurance Agreements 410‑141‑5235
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Reports of Material Materiality and Reporting Standards for Asset Acquisitions and Dispositions 410‑141‑5240
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Materiality and Reporting Standards for Changes in Ceded Reinsurance Agreements 410‑141‑5245
EXAMINATIONS: CCO Production of Books and Records 410‑141‑5250
EXAMINATIONS: Authority Examinations of CCOs 410‑141‑5255
CCO ACQUISITIONS AND MERGERS: Purpose 410‑141‑5260
CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied 410‑141‑5265
CCO ACQUISITIONS AND MERGERS: Procedure For Acquiring Controlling Interest 410‑141‑5270
CCO ACQUISITIONS AND MERGERS: Information to Be Included in Form A 410‑141‑5275
CCO ACQUISITIONS AND MERGERS: Hearing, Request, Notice 410‑141‑5280
CCO ACQUISITIONS AND MERGERS: Determination Concerning Proposed Activity, Time For Decision, Grounds For Refusal 410‑141‑5285
CCO HOLDING COMPANY REGULATION: Definitions 410‑141‑5290
CCO HOLDING COMPANY REGULATION: Members of Holding Company Systems 410‑141‑5295
CCO HOLDING COMPANY REGULATION: Form and Contents of Registration Statement 410‑141‑5300
CCO HOLDING COMPANY REGULATION: Registration Statement Filing 410‑141‑5305
CCO HOLDING COMPANY REGULATION: Information Required to Be Disclosed 410‑141‑5310
CCO HOLDING COMPANY REGULATION: Presumption of Control 410‑141‑5315
CCO HOLDING COMPANY REGULATION: Disclaimer of Affiliation 410‑141‑5320
CCO HOLDING COMPANY REGULATION: Transactions Within Holding Company 410‑141‑5325
CCO HOLDING COMPANY REGULATION: Director and Officer Liability 410‑141‑5330
CCO HOLDING COMPANY REGULATION: Annual Enterprise Risk Report 410‑141‑5335
CCO HOLDING COMPANY REGULATION: Disclaimers and Termination of Registration 410‑141‑5340
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5345
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5350
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5355
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5360
CCO INSOLVENCY AND DISSOLUTION: Access to Funds and Transition of Members and Records 410‑141‑5365
CCO INSOLVENCY AND DISSOLUTION: Hazardous Operations 410‑141‑5370
CCO INSOLVENCY AND DISSOLUTION: Recovery From Parent Corporation Or Holding Company In The Event Of Liquidation Or Rehabilitation 410‑141‑5375
CCO INSOLVENCY AND DISSOLUTION: Voluntary Dissolution 410‑141‑5380
CIVIL PENALTIES
Last Updated

Jun. 8, 2021

Rule 410-141-5280’s source at or​.us