Louisiana Administrative Code
Title 48 - PUBLIC HEALTH-GENERAL
Part XXV - Mergers, Acquisitions, and Re-Organization
Chapter 3 - Nonprofit Hospital Acquisitions: Authorization for the Attorney General to Review Nonprofit Hospital Acquisitions
Section XXV-303 - Definitions

A. As used within the rules:

Acquirer-any legal entity to which the nonprofit hospital plans to sell, merge, or otherwise contract, along with each affiliate, parent, and/or subsidiary which it directly or indirectly controls, manages, owns, or operates. The acquirer may be another nonprofit hospital.

Affiliate-any or all of the following: corporation; partnership; sole proprietorship; joint venture; trust; natural person; or any other entity, whether existing for commercial or noncommercial purposes, however organized, in which any person or entity owning, directly or indirectly or beneficially, 3 percent of the acquirer owns directly, or indirectly, or beneficially, 50 percent or more of the affiliates.

Attachment-each document or object sent or provided with any document or object, and includes each document or object sent with it, whether it be a letter, memorandum, contract, document or other writing or object.

Certified Mail-uninsured first class mail whose delivery is recorded by having the addressee sign for it.

Comment-a written document offering explanation, illustration, criticism, or personal opinion.

Days-consecutive calendar days.

Department-the Louisiana Department of Justice, Office of the Attorney General.

Director-the director of the Civil Division.

Documents or Document-all writing or any other record of any kind, including originals and each and every non-identical copy (if different from the original for any reason). Document(s) includes, but is not limited to:

a. correspondence, memoranda, notes, diaries, calendars, statistics, letters, telegrams, minutes, contracts, reports, studies, checks, statements, receipts, returns, summaries, pamphlets, books, and interoffice and intra office communications;

b. notations (of any sort) of conversations, telephone calls, meetings, and other communications;

c. bulletins, printed matter, computer printouts, computer generated output, teletypes, telefax, facsimiles, invoices, worksheets, drafts, alterations, modifications, changes, and amendments of any kind;

d. photographs, charts, maps, graphs, sketches, microfiche, microfilm, videotapes, video recordings, and motion pictures; and

e. any electronic or mechanical records or tapes, cassette, diskettes, audio recordings, computer hard drives and other means of storing information.

Expert-one who is knowledgeable in a specialized field, that knowledge being obtained from either education or personal experience. For example, any economist, accountant, financial advisor, investment banker, broker, valuation specialist, or other person who is consulted, relied upon, retained, or used by the nonprofit and/or acquirer.

Financial Statement-

a. any compilation or statement (audited, unaudited, or draft) of the nonprofit's financial position. Financial statements (regardless of precise terminology) include, but are not limited to:

i. tax returns;

ii. balance sheets;

iii. statements of income and expenses;

iv. statements of profit and loss;

v. statements of stockholders' equity; and

vi. statements of changes in financial position;

b. each and every financial statement should include each and every related footnote of the respective financial statement.

Foundation-a permanent fund established and maintained by contributions for charitable, educational, religious, or benevolent purposes.

Nonprofit Hospital or Nonprofit Entity-any, some, or all of the firms, companies, or entities which the notifying nonprofit hospital, any of its subsidiaries, affiliates (see affiliate definition), firms, companies or entities may control, manage, own or operate. The nonprofit should be the entity filing the notice with the attorney general.

Objection-a written document offered in opposition to the approval of an application which states the reason, grounds, or cause for expressing opposition.

Person-any natural person, public or private corporation (whether or not organized for profit), governmental entity, partnership, association, cooperative, joint venture, sole proprietorship, or other legal entity. With respect to the nonprofit and/or acquirer, the term person also includes any natural person acting formally or informally as an employee, officer, director, agent, attorney, or other representative of the nonprofit and/or acquirer.

Persons on Record-persons submitting written documentation to the director, by certified mail, stating objections, comments, or requests for notification of actions by the department involving a particular application. Persons on record status must be renewed by written request, sent by certified mail to the director, prior to December 31 of each calendar year.

Transaction or Proposed Transaction-the proposed sale, merger, or other agreement between the nonprofit hospital and the acquirer which resulted in the submission of the notice to the attorney general pursuant to R.S. 40:2115.11 et seq.