§ 4550. Definitions. For the purposes of this article, the following
terms shall have the following meanings:

1. "Control" means the possession, direct or indirect, of the power to
direct or cause the direction of the management, administrative
functions, and policies of a health care entity, whether through the
ownership of voting securities or rights, control, either directly or
indirectly, by contract (except a commercial contract for goods or
non-management services) or otherwise; but no person shall be deemed to
control another person solely by reason of being an officer or director
of a health care entity. "Control" shall be presumed to exist if any
person directly or indirectly owns, controls, or holds with the power to
vote ten percent or more of the voting securities of a health care
entity.

2. "Health care entity" shall include but not be limited to a
physician practice, group, or management services organization or
similar entity providing all or substantially all of the administrative
or management services under contract with one or more physician
practices, provider-sponsored organization, health insurance plan, or
any other kind of health care facility, organization or plan providing
health care services in this state; provided, however, that a "health
care entity" shall not include an insurer authorized to do business in
this state, or a pharmacy benefit manager registered or licensed in this
state. An "insurer" shall not include non-insurance subsidiaries and
affiliated entities of insurance companies regulated under the insurance
law or this chapter.

3. "Health equity" shall mean achieving the highest level of health
for all people and shall entail focused efforts to address avoidable
inequalities by equalizing those conditions for health for those that
have experienced injustices, socioeconomic disadvantages, and systemic
disadvantages.

4. "Material transaction" shall mean:

(a) any of the following, occurring during a single transaction or in
a series of related transactions that take place within a rolling twelve
month time period, and meet or exceed thresholds, for factors including
but not limited to changes in revenue:

(i) a merger with a health care entity;

(ii) an acquisition of one or more health care entities, including but
not limited to the assignment, sale, or other conveyance of assets,
voting securities, membership, or partnership interest or the transfer
of control;

(iii) an affiliation agreement or contract formed between a health
care entity and another person; or

(iv) the formation of a partnership, joint venture, accountable care
organization, parent organization, or management services organization
for the purpose of administering contracts with health plans,
third-party administrators, pharmacy benefit managers, or health care
providers as prescribed by the commissioner by regulation.

(b) "Material transaction" shall not include a clinical affiliation of
health care entities formed for the purpose of collaborating on clinical
trials or graduate medical education programs and shall not include any
transaction that is already subject to review under article
twenty-eight, thirty, thirty-six, forty, forty-four, forty-six,
forty-six-A, or forty-six-B of this chapter. "Material transaction"
shall not include a de minimis transaction, which shall mean for
purposes of this article a transaction or a series of related
transactions which result in a health care entity increasing its total
gross in-state revenues by less than twenty-five million dollars.