§323D-76  Acquisition in the publicinterest; decision of attorney general.  If the attorney general determinesthat a review of the application is appropriate, the attorney general shallapprove the application unless the attorney general finds that the acquisitionis not in the public interest.  An acquisition of a private nonprofit hospitalis not in the public interest unless appropriate steps have been taken tosafeguard the value of charitable assets and ensure that any proceeds of thetransaction are used for appropriate charitable health care purposes asprovided in paragraph (8).  In determining whether the acquisition meets suchcriteria, the attorney general shall consider, as applicable:

(1)  Whether the acquisition is permitted underchapter 414D governing nonprofit entities, trusts, or charities;

(2)  Whether the hospital acted in a duly diligentmanner in deciding to sell, selecting the purchaser, and negotiating the termsand conditions of the sale;

(3)  The procedures used by the seller in making itsdecision, including whether appropriate expert assistance was used;

(4)  Whether all conflicts of interest were disclosed,including, but not limited to, conflicts of interest related to board membersof, executives of, and experts retained by the seller, purchaser, or parties tothe acquisition;

(5)  Whether the seller will receive reasonably fairvalue for its assets.  The attorney general may employ, at the seller'sexpense, reasonably necessary expert assistance in making this determination;

(6)  Whether charitable funds are placed atunreasonable risk, if the acquisition is financed in part by the seller;

(7)  Whether any management contract under theacquisition is for reasonably fair value;

(8)  Whether the sale proceeds will be used for appropriatecharitable health care purposes consistent with the seller's original purposeor for the support and promotion of health care in the affected community, andwill be controlled as charitable funds independent of the purchaser or partiesto the acquisition; and

(9)  Whether a right of first refusal to repurchasethe assets by a successor nonprofit corporation or foundation has beenretained, if the hospital is subsequently sold to, acquired by, or merged withanother entity. [L 1998, c 257, pt of §1; am L 2002, c 40, §10]