,,ii #aaith ,,congress #b;d ,session ,s4 #edai ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,september #af1 #bjbf,ms4 ,warren 7for herself1 ,mr4 ,wyden1 and ,mr4 ,merkley7 introduced the following bill2 which was read twice and referred to the ,committee on ,commerce1 ,science1 and ,transportation ,a ,,bill ,to establish certain protections for physicians and other licensed health professionals1 place certain requirements on medical practices and management services organizations1 and for other purposes4 #a4 ,short title ,this ,act may be cited as the ,stop ,corporate ,takeovers of ,physicians ,act of #bjbf4 #b4 ,prohibition on the corporate practice of medicine1 protections for employed licensees1 and restrictions regarding management services organizations 7a7 ,prohibition on the corporate practice of medicine 7#a7 ,in general ,except as provided in paragraph 7#c71 it shall be unlawful for any partnership or corporate entity1 such as a professional corporation1 limited liability company1 or limited liability partnership1 that is not majority-owned and controlled by #a or more licensees to-- 7,a7 own or control1 in whole or in part1 a medical practice2 7,b7 employ1 or enter into a contract for the professional services of1 a licensee2 or 7,c7 engage in the practice of medicine 7as described in subsection 7d77#d77;,b774 7#b7 ,majority-owned and controlled by licensees described ,for purposes of this subsection1 a partnership or corporate entity shall be considered majority-owned and controlled by #a or more licensees if such licensees-- 7,a7 hold not less than a majority of the ownership or membership interest in the partnership or corporate entity2 and 7,b7 constitute a majority of the governing body of such partnership or corporate entity4 7#c7 ,exception ,this subsection shall not apply to the following3 7,a7 ,any non-profit or public health care provider4 7,b7 ,a hospital 7as defined in subsection 7e7 of section #ahfa of the ,social ,security ,act 7#db ,u4,s4,c4 #aciex771 a hospital-affiliated clinic1 a critical access hospital 7as defined in subsection 7mm77#a7 of such section71 or a rural emergency hospital 7as defined in subsection 7kkk77#a7 of such section74 7b7 ,protections of licensees and requirements regarding medical practices and management services organizations 7#a7 ,protections of licensees 7,a7 ,agreements 7i7 ,in general ,except as provided in clause 7iii71 it shall be unlawful for any licensee1 health care provider1 or management services organization to enter into the following agreements3 7,i7 ,a non-compete clause4 7,,ii7 ,a non-disclosure or non-disparagement agreement4 7ii7 ,agreements void ,any agreement described in clause 7i7 shall be void and unenforceable4 7iii7 ,exception ,a non-compete clause between a licensee of a medical practice and the medical practice is only valid and enforceable if the licensee is a shareholder or member of the medical practice or otherwise owns or controls an ownership or membership interest that is equivalent to #be percent or more of the entire ownership or membership interest that exists in the medical practice4 7iv7 ,clarification ,clause 7i77,,ii7 does not limit or otherwise affect any cause of action that-- 7,i7 a party to1 or third-party beneficiary of1 an agreement described in such clause may have with respect to a statement of a licensee that constitutes libel1 slander1 a tortious interference with contractual relations1 or another tort for which a party has a cause of action against the licensee2 or 7,,ii7 does not depend upon or derive from a breach or violation of an agreement described in such clause4 7,b7 ,restrictions on health care providers ,a health care provider may not1 either directly or indirectly1 through discipline1 punishment1 threats1 adverse employment actions1 coercion1 retaliation1 or excessive pressure1 interfere with1 control1 or otherwise direct the professional judgment or clinical decisions of a licensee1 including by-- 7i7 specifying the period of time a licensee may spend with a patient1 including the time permitted for a licensee to begin or complete evaluating patients in an emergency department or evaluate admitted patients2 7ii7 determining the clinical status of a patient1 including whether the patient should-- 7,i7 be admitted to inpatient status2 7,,ii7 be kept in observation status2 7,,iii7 receive palliative care2 or 7,,iv7 be referred to an alternative treatment center such as a skilled nursing facility2 7iii7 specifying how quickly a treatment should be initiated2 7iv7 controlling where a patient is referred to upon discharge2 7v7 having final decision-making authority over diagnoses1 diagnostic terminology1 or diagnosis codes that are entered into the medical record by the licensee2 7vi7 controlling or limiting the range of clinical orders available to licensees1 including by configuring or controlling the medical record in a manner that influences the clinical decision making of a licensee2 or 7vii7 any other action that the ,commission determines1 in consultation with the ,secretary of ,health and ,human ,services1 interferes or controls the clinical judgment or decision making of a licensee4 7#b7 ,restrictions regarding management services organizations 7,a7 ,in general ,a management services organization or a shareholder1 director1 member1 manager1 officer1 employee1 or contractor of such an organization may not-- 7i7 control or enter into an agreement to control or restrict the sale or transfer of a medical practice's shares1 interests1 or assets1 or otherwise permit a person other than a licensee to control or restrict the sale or transfer of such shares1 interests1 or assets2 7ii7 issue shares of stock or other ownership interest in a medical practice or cause a medical practice to issue shares of stock or other ownership interest in such practice1 in a subsidiary of such practice1 or in an affiliate of such practice1 including by establishing or causing the establishment of a medical practice with which the management services organization or affiliate of such organization intends to contract2 7iii7 pay dividends from shares or an ownership interest in a medical practice2 7iv7 own or control shares or other ownership interest in1 serve as a director1 manager1 or officer of1 be an employee of1 be a contractor with1 or otherwise participate in managing a medical practice2 7v7 acquire1 cause the acquisition of1 or finance the acquisition of shares or other ownership interest in a medical practice2 7vi7 contract with1 or amend1 renew1 or terminate a contract with a medical practice for management services unless-- 7,i7 the medical practice negotiated the contract at arm's length through legal counsel1 negotiators1 and financial advisors selected by such practice without the involvement of the management services organization and free from any financial conflict of interest with the management services organization2 and 7,,ii7 any compensation under the contract reflects fair market value1 as determined by the ,commission2 7vii7 advertise the services of a medical practice under the name of an entity that is not the medical practice2 or 7viii7 control or exercise de facto control over the administrative1 business1 or clinical operations of a medical practice in a manner that affects the nature or quality of medical care that the medical practice furnishes1 including through exercising ultimate decision-making authority over-- 7,i7 the hiring or termination of employees of the medical practice2 7,,ii7 the work schedules1 compensation1 or other terms of employment for licensees of the medical practice2 7,,iii7 staffing levels of the medical practice2 7,,iv7 the period of time a licensee of the medical practice may see a patient2 7,v7 the disbursement of revenue generated from licensee fees and other revenue generated by services furnished by licensees of the medical practice2 7,,vi7 required degrees or credentials for a licensee of the medical practice to see a patient2 7,,vii7 the establishment of revenue targets for licensees or other incentives for licensees of the medical practice2 7,,viii7 decisions regarding the diagnostic coding used by the medical practice2 7,,ix7 clinical standards or policies of the medical practice2 7,x7 policies regarding billing for services furnished by the medical practice2 7,,xi7 the price1 rates1 or amounts charged for services furnished by licensees of the medical practice2 or 7,,xii7 the negotiation1 execution1 performance1 enforcement1 or termination of contracts with third-party payors or individuals that are not employees of the medical practice4 7,b7 ,agreements void ,any agreement between a management services organization and a medical practice that allows a management services organization or shareholder1 director1 member1 manager1 officer1 employee1 or contractor of such an organization to take any action that is in violation of this paragraph shall be considered void1 unenforceable1 and against public policy4 7c7 ,requirement of licensee owners of a medical practice ,licensee owners of a medical practice shall be-- 7#a7 licensed and present in a ,state where services to patients are furnished by the medical practice2 and 7#b7 substantially engaged in delivering medical care4 7d7 ,definitions ,for purposes of this section3 7#a7 ,commission ,the term ,commission means the ,federal ,trade ,commission4 7#b7 ,health care provider ,the term health care provider-- 7,a7 means any entity that delivers health care services2 and 7,b7 includes a medical practice4 7#c7 ,licensee ,the term licensee means a physician 7as defined in section #ahfa7r77#a7 of the ,social ,security ,act 7#db ,u4,s4,c4 #aciex7r77#a777 or other advanced practice provider such as a physician assistant or nurse practitioner 7as those terms are defined in section #ahfa7;aa77#e7 of such ,act 7#db ,u4,s4,c4 #aciex7aa77#e777 who is authorized under ,state law to diagnose and treat patients in a clinical setting4 7#d7 ,management services organization 7,a7 ,in general ,the term management services organization means an entity that has entered into an agreement with a medical practice to provide services to such practice in return for compensation1 including services regarding payroll1 human resources1 employment screening1 payer contracting1 billing and collection1 coding1 information technology services1 patient scheduling1 property or equipment leasing1 and administrative or business services that do not constitute the practice of medicine4 7,b7 ,practice of medicine ,for purposes of this section1 an entity shall be deemed to be providing services that constitute the practice of medicine if the provision of such services affects the patient-licensee relationship1 including by-- 7i7 performing an evaluation of a patient that results in the formulation of a differential diagnosis1 diagnostic plan1 therapeutic plan and disposition of the patient2 and 7ii7 imposing an administrative or facility-based measurement or restriction on any portion of the patient-licensee relationship4 7#e7 ,medical practice ,the term medical practice means a partnership or corporate entity1 such as a professional corporation1 limited liability company1 or limited liability partnership that is organized for the purpose of practicing medicine4 7#f7 ,non-compete clause 7,a7 ,in general ,the term non-compete clause means a term or condition of employment that prohibits a worker from1 penalizes a worker for1 or functions to prevent a worker from-- 7i7 seeking or accepting work in the ,united ,states with a different person where such work would begin after the conclusion of the employment that includes the term or condition2 or 7ii7 operating a business in the ,united ,states after the conclusion of the employment that includes the term or condition4 7,b7 ,term or condition of employment ,for the purposes of subparagraph 7,a71 a term or condition of employment includes1 but is not limited to1 a contractual term or workplace policy1 whether written or oral4 7e7 ,enforcement 7#a7 ,enforcement by the ,commission 7,a7 ,unfair or deceptive acts or practices ,a violation of this section or a regulation promulgated under this section shall be treated as a violation of a rule defining an unfair or deceptive act or practice under section #ah7;a77#a77;,b7 of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #eg;a7a77#a77;,b774 7,b7 ,powers of the ,commission 7i7 ,in general ,except as provided in clause 7iii71 the ,commission shall enforce this section in the same manner1 by the same means1 and with the same jurisdiction1 powers1 and duties as though all applicable terms and provisions of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #da et seq47 were incorporated into and made a part of this section4 7ii7 ,privileges and immunities ,except as provided in clause 7iii71 any person who violates this section shall be subject to the penalties and entitled to the privileges and immunities provided in the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #da et seq474 7iii7 ,nonprofit organizations ,notwithstanding section #d1 #e7;a77#b71 or #f of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #dd1 #de7;a77#b71 #df7 or any jurisdictional limitation of the ,commission1 the ,commission shall also enforce this section1 in the same manner provided in clauses 7i7 and 7ii71 with respect to organizations not organized to carry on business for their own profit or that of their members4 7iv7 ,authority preserved ,nothing in this section may be construed to limit the authority of the ,commission under any other provision of law4 7v7 ,rulemaking ,the ,commission shall promulgate in accordance with section #eec of title #e1 ,united ,states ,code1 such rules as may be necessary to carry out this section4 7#b7 ,private right of action 7,a7 ,in general ,any person who has been injured by a person in violation of this section1 or a regulation promulgated thereunder1 may bring a civil action against such person in a court of competent jurisdiction4 7,b7 ,relief ,in a civil action brought under subparagraph 7,a7 in which the plaintiff prevails1 the court may award-- 7i7 treble damages2 7ii7 reasonable attorney's fees and litigation costs2 and 7iii7 any other relief1 including equitable or declaratory relief1 that the court determines appropriate4 7#c7 ,actions by ,state attorneys general ,in any case in which the attorney general of a ,state has reason to believe that an interest of the residents of such ,state has been or is threatened or adversely affected by the engagement of any person in an act or practice in violation of this section1 or a regulation promulgated thereunder1 the attorney general of the ,state1 may as parens patriae1 bring a civil action on behalf of the residents of the ,state in an appropriate ,state court or an appropriate district court of the ,united ,states to obtain appropriate relief1 including equitable relief and monetary damages4 7#d7 ,injunctive and equitable relief ,in any action described in paragraph 7#a71 7#b7 or 7#c71 the applicable court1 on a finding that a person is in violation of this section1 shall issue an order requiring such person-- 7,a7 to cease and desist from such violation1 and1 if applicable1 divest an entity of such person2 and 7,b7 to disgorge any revenue received from an entity subject to divestment for the period of such violation4 7#e7 ,right to jury trial ,in any action brought under paragraph 7#a71 7#b71 or 7#c71 either party1 upon request1 shall have the right to a jury trial4 7f7 ,effective date ,the requirements of this section shall take effect on the date that is #a year after the date of enactment of this ,act4 #c4 ,federal health programs ,section #aabh7;b7 of the ,social ,security ,act 7#db ,u4,s4,c4 #acbj;a-#g7;b77 is amended by adding at the end the following new paragraph3 7#ah7 ,violations of restrictions regarding management services organization ,any entity that violates the requirements described in section #b of the ,stop ,corporate ,takeovers of ,physicians ,act of #bjbf4 4 #d4 ,preemption ,nothing in this ,act shall be construed to preempt1 displace1 or supersede any ,state law that-- 7#a7 imposes equal or more stringent ownership and control requirements on medical practices than the requirements imposed under this ,act1 including a ,state law that applies such requirements to any entity exempt from the requirements imposed under this ,act2 7#b7 affords equal or greater protection to licensees than the protections provided under this ,act2 or 7#c7 imposes equal or more stringent restrictions on management services organizations than the restrictions imposed under this ,act4