North Carolina SB 532: Preserving Competition in Healthcare Act.

Bill Text

GENERAL ASSEMBLY OF NORTH CAROLINA
SESSION 2025
S 1
SENATE BILL 532

Short Title: Preserving Competition in Healthcare Act. (Public)
Sponsors: Senators Burgin, Mayfield, and Corbin (Primary Sponsors).
Referred to: Rules and Operations of the Senate
March 26, 2025
*S532-v-1*
A BILL TO BE ENTITLED 1
AN ACT PRESERVING COMPETITION IN HEALTHCARE BY REGULATING THE 2
CONSOLIDATION AND CONVEYANCE OF HOSPITALS. 3
The General Assembly of North Carolina enacts: 4
SECTION 1. Chapter 131E of the General Statutes is amended by adding a new 5
Article to read: 6
"Article 11C. 7
"Preserving Competition in Healthcare Act. 8
"§ 131E-214.20. Definitions. 9
The following definitions apply in this Article: 10
(1) Acquiring entity. – The person or entity that gains ownership or control of a 11
hospital entity as a result of a transaction subject to review under this Article. 12
(2) Attorney General. – The Attorney General or any employee of the Department 13
of Justice designated by the Attorney General. 14
(3) Hospital entity. – Any corporation or governmental entity licensed as a 15
hospital under Article 5 of Chapter 131E of the General Statutes, including 16
any entity affiliated with such corporation or governmental entity through 17
ownership, governance, or membership, such as a holding company or 18
subsidiary. 19
(4) Person. – Any individual, partnership, trust, estate, corporation, association, 20
joint venture, joint stock company, or other organization. 21
(5) State Auditor. – The State Auditor or any employee of the Office of the State 22
Auditor designated by the State Auditor. 23
(6) State Treasurer. – The State Treasurer or any employee of the Office of the 24
State Treasurer designated by the State Treasurer. 25
(7) Transaction. – Includes all of the following, if the value of the assets, control, 26
or governance interest equals or exceeds five million dollars ($5,000,000): 27
a. The sale, transfer, lease, exchange, optioning, conveyance, or other 28
disposition of no less than fifty percent (50%) of the assets or 29
operations of any hospital entity to any person or entity other than 30
another hospital entity that controls, is controlled by, or is under 31
common control with such hospital entity. 32
b. The transfer of control or governance of a hospital entity to a person 33
or entity other than another hospital entity that controls, is controlled 34
by, or is under common control with such hospital entity. 35

General Assembly Of North Carolina Session 2025
Page 2 Senate Bill 532-First Edition
c. Any binding legal obligation between two or more persons that results 1
in a transfer of control, responsibility, or governance of no less than 2
fifty percent (50%) of a hospital entity's assets to an acquiring entity. 3
d. Any transaction regardless of exact form that, if structured as a 4
purchase, merger, or joint venture, would be subject to review under 5
this Article. 6
e. Any transaction described in sub-subdivisions a. through d. of this 7
subdivision that is entered into by a hospital entity or by any person or 8
entity that controls, is controlled by, or is under common control with 9
such hospital entity. 10
f. All sales, transfers, conveyances, or other dispositions of no less than 11
fifty percent (50%) of a hospital entity's assets made in the course of a 12
bankruptcy proceeding. 13
"§ 131E-214.21. Actions and decisions by the State Auditor, Attorney General, and State 14
Treasurer. 15
Whenever an action or decision is required by the State Auditor, the Attorney General, and 16
the State Treasurer under this Article, they shall act or decide together and the opinion of the 17
majority shall prevail. 18
"§ 131E-214.22. Applicability; waived transactions. 19
This Article does not apply to a hospital entity if (i) the transaction is in the usual and regular 20
course of its activities and (ii) the State Auditor, Attorney General, and State Treasurer have 21
provided to the hospital entity a written waiver of this Article with respect to the transaction. A 22
determination by the State Auditor, Attorney General, and State Treasurer that a transaction 23
merits review under this Article shall be the final decision of the State and shall not be set aside 24
on judicial review unless found to be arbitrary and capricious. 25
"§ 131E-214.24. Written notice and certification requirements for proposed transactions; 26
rules. 27
(a) Prior to entering into any transaction subject to review under this Article, a hospital 28
entity shall provide the State Auditor, Attorney General, and State Treasurer with written notice 29
of the proposed transaction. The hospital entity shall simultaneously provide the State Auditor, 30
Attorney General, and State Treasurer with written certification that a copy of this Article in its 31
entirety has been provided to each member of the governing board or board of trustees of the 32
hospital entity. 33
(b) A hospital entity and an acquiring entity may provide the State Auditor, At