Sign Rhode Island Travel Agency Agreement Myself

Document type sign travel agency agreement rhode island myself

i know i'd like to move over a few minutes early or over to the hospital conversions act the overview of the hospital conversion act and attorney general's role as it relates to the act and welcome the honorable peter f nirona the attorney general for our uh director or senior general thank you for being with us tonight much appreciated thank you senator and members of the committee it's great to be with you i i want to let everyone know that i'm here with two of my colleagues um marian weisenbaum who is the chief of our civil division your camera's lauren hill because of uh that's the way our conference room is uh sending her her name out but it's miriam and and uh when you see lauren hill that's miriam weisenbaum many of you know miriam she's the chief of our civil division and also with us is jessica ryder um a special assistant attorney general who is our healthcare advocate um and is uh is really sort of the the front-facing person on our team when it comes to the hospital conversion act and much much more before we get into the act itself i want to talk a little bit about our role in health care because i think in some ways it can it can be it can fly a little bit below the radar this office as many people know has a variety of functions one of our principal functions is that of a prosecutor and certainly we bring health care fraud actions we also have a role as a regulator and that is our role under the hospital conversion act we re we regulate certain um health care uh transactions and then we have another role which is incredibly important and that is as the health care advocate and under a statute passed by the general assembly in the late 1990s we have a role to advocate on behalf of the people of the state of rhode island in really any manner that affects health care and the delivery of quality health care and that's a role that we are taking on with increasing frequency uh so we we really can fall into into three buckets when it comes to health care so uh i will tell you that that even before i took office it was plain to me that health care was going to be one of the most challenging areas that i was going to face in the new administration and that has proven uh to be true there's no question that the volume of health care work is increasing both in terms of its volume uh and in terms of its complexity uh when i took office partners in care new england uh were were talking about a potential uh conversion uh that didn't happen in uh uh in the end that was uh by the way an expedited conversion had it gone had it continued on its path uh and frankly that that was a real challenge for us for a conversion of that potential size to do it in expedited fashion that really presented logistical challenges uh for us in any event the work is increasing as i said it's getting uh it's getting more complex certainly for-profit institutions are playing in healthcare in a way in the last decade or so that was not true 10 15 20 years ago sometimes those out of state health care organizations involved many many hospitals across many many states involving regulators in other states so certainly the complexity of the mission uh has gone up i will tell you that that we have more people working health care now than i think ever in this organization's history right now for example i have six people spending some or all of their time doing health care when i joined the office we had effectively one and a half person uh one and a half people doing it so one person full time jessica backed up by maria lenz again the work is just expanding i want to thank the general assembly for doing two things since i've been attorney general the first is enhancing our ability to monitor health care transactions to include non-profit conversions and also to monitor them for longer periods of time it's incredibly important in instances where we impose conditions and want to make sure those conditions have been complied with the other thing i want to i want to thank the general assembly for is for including any trust review as a condition or a criteria within the hospital conversion act as it pertains to the attorney general now certainly as we see healthcare organizations get bigger and consolidate and that certainly is the trend in rhode island new england and around the country certainly there will be efforts to do that that's not reading tea leaves that's just the reality antitrust becomes more of an issue before the general assembly made that change at our request our ability to hire experts paid for by the interested parties was non-existent for us to be able to fund those experts would have been very very very difficult we would have had to come back to the general assembly for funds to do this our expert our expert our expert budgets less than a hundred thousand dollars per year across the entire civil division and that just simply wouldn't be possible so i want to thank the general assembly uh for that there's a tendency to conflate our responsibilities in healthcare for those of the department of health the reality is under the statutes as i'm sure many of you know the criteria are very different and we'll get into them i think a little bit tonight in addition to going over the process but by and large by and large our criteria tend to involve things like protecting charitable and public assets making sure that the valuation of the hospital the hospital and play of the hospitals in play have been properly valued making sure that the consolidation makes sense from the hospital's perspective that there are conflicts of interest on the board or among the officers so they tend to relate to those kinds of things but i will tell you that i view i view our input more broadly than that in this sense that as the health care advocate i think it's also important for us to make sure in conjunction with our colleagues and friends of the department of health to make sure that safe accessible and affordable health care is delivered and it's easy to say those words but the effort to get those words right is incredibly challenging especially today so i will leave it there in terms of my comments obviously i will stay with you and happy to take any questions you have for me but at this point i'm going to turn it over to the health care advocate jessica ryder to walk us through our approach uh to the hospital conversion act and also to share with you what we've been up to over the last two years so jessica i'll turn it over to you now thank you peter and good evening everyone i will share the screen all right can everybody see this slime yes okay great um so i'm going to go through a powerpoint from what the information will overlap with what the department of health was saying but there are as general narona said at the beginning there are some specific criteria to the attorney general's office there are some you know differences in our process so bear with me if there's some overlap here all right so purposes of the hca you you already heard this i'm not going to go through this again this is taken right from the staff too what is a conversion um a conversion again is a transfer of 20 percent or greater of essentially control ownership in a hospital um and i write down i pull these directly from the statute again um just to highlight that there are different different mechanisms that a transfer would take place so it's ownership control membership interest authority or voting rights um the attorney general is involved in any hospital conversion um that's going to be you know hits this threshold of twenty percent or more so there's a question earlier about whether or not you know what happens between 20 and 49 but just to be clear we're involved when there's essentially any time there's a conversion and that is going to be a transfer um of a hospital um facility so again under the hca um both the attorney general and the department of health are going to review and approve any and all hospital conversions and that's required before a conversion can take place and a transaction can close we do conduct those reviews concurrently so the hca process laid it out here for you it's going to start with some preliminary discussions you know it in the office interagency and with the parties we're going to receive an initial application we're going to do a completeness review that's a completeness review of the initial application once an application this needs complete again we're going to have that review period of 120 or 90 days we're going to render a decision and after that we'll be monitoring any conditions of approval so what's happening during the review process um you know once that initial application is complete we're issuing other written questions and document requests that might have not been captured by the initial application we're holding at least one public meeting maybe multiple depending on how many hospitals are involved or how many different stakeholders we need to hear from we're conducting statements under oath these are essentially deposition style interviews that we're doing under oath of key players here so we're talking about you know ceos financial people board members um you know other stakeholders as necessary that's what we're doing there um hospital tours that was something pretty proven you know not obviously not a priority necessarily to get the attorney general's office in a hospital right now but in the past that's something we've done and planned to do in the future and then you know other investigations as we see fit um as issues come up so just want to go over briefly the initial application and the types of information that our office is is receiving um and just to be clear that is for the most part a joint application there are definitely certain instances where the application the hd application is not a join application but for most reviews it's going to be joined between the attorney's general's office and the department of health so statutorily there are 42 items that would be in an initial application um it's very expansive but these are just kind of the key areas that that we are getting information on so proposed conversion we're going to get a summary we're going to get the transactional documents we're going to get the consultants reports we're going to get the rfp information due diligence governance we're going to get the organizational charts it's going to be pre and post conversion we're going to get bylaws articles of incorporation again all as they currently stand and what's proposed after the transaction for financials we're going to get financial information um financial statements debt information budget information their capital budget their operating budget and again that's all going to be as is and then what's the plans for the future right um for the board of directors we're going to get minutes from board meetings um we're going to get a rundown of all the different committees and subcommittees that the various boards have we're going to get all of the board members information you know as far as contact information who they're associated with et cetera um you know compensation of the board that's also something we get um and we're gonna also get that information for senior management and same thing there it's also as it stands today and what's proposed you know who's gonna be on the board after this thing goes through for conflicts we're going to get conflicts of interest statements that's going to be a signed attestation form by each person that's required to file one we're going to get conflicts policies of the different entities we're going to get relevant employee agreements um you know specifically if there was you know a key employee senior manager board director that left me right immediately before we got our application for facilities we're going to get patient statistics info for all the different licensed facilities that the parties maintain that's going to be in state and out of today so if we have someone coming in from odyssey we're going to know where else they have licensed facilities um different citations and lawsuits so you know tying that back to their facilities you know in what's going on in rhode island we might know but we're gonna get information from where from all their different facilities so if they have some citations lawsuits going on with some other hospitals in other states we're going to know that and be able to evaluate that as part of this process um charity care information staffing levels and the service points that they have and to round this out um for the charitable and non-profit information to the extent it's applicable to the transaction we're going to get charitable asset documentation so that's going to be found in documents you know what restrictions there are on cert on certain charitable assets we're going to get accounting so we can make sure that that the assets have been properly distributed we're going to get a proposed side price so if the mission is changing this is especially going to be important if it's going to be from non-profit to for-profit still important from non-profit to non-profit because essentially sometimes the mission might change a little bit and you know information regarding any tax and implications um again very important if they're going from nonprofit to for-profit so again the review period and we talked about that a little bit earlier the different things we're doing during this review period um and then we get to the attorney general's criteria and this is where there's uh diversion and i've done it as six main categories because we actually have the attorney general's office has 31 criteria to review for um a for-profit acquiring a non-profit and 22 criteria to review for any non-profit nonprofit transactions so i've broken them down into buckets here so we've got governance conflicts charitable assets anti-trust valuation and transacting parties um and for governance what we're really looking at here is you know the boards the board actions pre-imposed transaction their due diligence regarding the transaction you know when it comes to the process they went through the negotiations um the value you know the purchase price and and any other considerations there and then we're going to be looking at the governance structure post-transaction how it looks different and why um for charitable assets we're going to look at a proposed convergence effect on uncharted assets we're going to look at whether or not fiduciary duties were you know were followed through and considered those again if there's a site pray necessary nonprofit considerations and if necessary a foundation for the assets conflicts we're going to be you know kind of generally looking at any conflicts of senior management board or consultants you know employee or board agreements or promises relate the transaction whether or not they're going to be retained and if that was in an agreement and the appropriateness of all of that for antitrust that's going to be a review of whether or not this transaction is appropriate under the anti-trust act um you know looking at competition and whatnot revaluation we're going to be assessing the appropriateness and reasonableness of the purchase price that could also include any capital commitments for other things that are related and go into that purchase price and then for transacting parties what we're really looking at is the character commitment confidence and standing in the community who's coming in to buy this hospital um let's assess them and whether or not they're you know they're good for our communities so again use of experts i know this was already briefly touched on we can engage experts and consultants to assist in our review typically for the attorney general's office what that's looked like is outside healthcare regulatory or nonprofit council valuation and financial consultants and experts and and moving forward antitrust consultants so then we get after a review period to the decision and again that's going to be within 120 days of acceptance of the initial application either approving approving with conditions or denying and the conditions are going to relate to the proposed conversion the review criteria or the purpose of the hca so any f the story and a final slide here um these are the transaction reviewed or monitored by the attorney general's office in 2019 and 2020 so just a couple of key points here and i will turn it over to um miriam weisenbaum who will we'll talk about this in detail hi thank you jessica and um and thank you uh chairman and senators for giving us the opportunity to talk about the work that we do in the realm of the hospital conversion act and and related work um i want to as chief of the civil division i want to underline some of the things that have been referred to by both the general and by our health care advocates um attorney ryder but before i do i wanted to go through this um this list and then we'll be able to take it down because because one point that that the general made reference to that i really want to bring home is the magnitude of work that the office is doing through the conversion act to protect these critical community assets so just in 19 and 20 we have as you can see we're currently involved in a review application of a change in ownership at the um at the higher corporate level the national level is prospect charter care which as i'm sure you all know is the hospital that owns roger williams and fatima attorney ryder made reference to our monitoring obligations and those or those are ongoing after a transaction so for example with respect to prospect charter care the first transaction when the prospect came in and purchased those hospitals in 2014 this office placed conditions upon their um upon their purchase of the hospitals um again to ensure you know that north star that the uh there's viability of safe accessible and affordable health care that you all have given us in the statute and he is the is the priority of this office so the monitoring helps ensure that um and in that case it really had to do with financial commitments um and just going on um prime acquired landmark in the 2013 transaction there's ongoing monitoring with that some ongoing monitoring with the new hidden westerly um and then currently we are involved in another phase of the conversion process and that is what what we think of this pre-review so before an application is filed um parties will notify our office that they are intending to engage in a transaction and in this case lifespan and care new england have notified our office and made public that they are looking to consolidate and um i'm not telling anybody anything they don't know this would be an enormous um would have if it is if it were approved by our office and department of health would have an enormous impact on health care on rhode island this is a huge responsibility and that's one reason why almost 25 of my staff in civil division are working on hospital conversions right now um and the pre-review involves beginning to gather information and also a very important part of the process is retaining experts and this is a function of the that the general referred to the amendment to the conversion act that added um anti-trust review to one of our criteria and importantly they placed the burden on the parties to pay for those experts which is is just absolutely critical these are incredibly complex questions we're still the attorneys running running the investigation and the review but we need people to help us identify and work with us and for those of you who've done litigation to understand that um so as we as we prepare for the filing of that application we're gathering information and engaging experts and then i and we also included on here the partner cne where the application was withdrawn that was in 2019 but also a huge transaction thousands and thousands of pages of documents and um and i think um i think our health advocate might be sort of understating the magnitude i um we pulled these um just our sheet to keep track of where we are and on any one of these and for for prospect for the current prospect of application review we have done a total of 196 distinct questions to the parties that means that there's a question and then there's follow-up and then if there's not enough information there's more follow-up it's incredibly detailed process and and i think very appropriate for this office because it is it is like a litigation um all in all we've um evaluated for confidentiality and unfortunate content um almost 6 000 pages of documents we've so far done nine interviews many of which go for most of the day um it's a very very involved process um but it's again it's i want to also drive home the fact that this is a really critical tool um because it gives us the flexibility to change based upon the healthcare environment so for example there was a question uh from senator calman um about an article that was in the globe concerning rate negotiation between hospitals and insurers which is a place where you know there really can be some mischief and because if if they're making agreements that um that hurt consumers and aren't visible then that's really a problem and as it happens that's also something that we look at very closely in an anti-trust review so while it's not a particular criteria in the hospital conversion act it is absolutely something that that we'll be looking at closely and again this is what is so important about this statute that it gives us it gives us those tools the uh you know i want to mention a couple of other things that didn't come up so much in the presentations um one is that the hca also gives us enforcement tools so if if the parties are coming to us and and they're not being forthcoming we can issue a notice of violation we impose at the end if we if we do decide to approve a transaction what's really important is we can place conditions on that and we have enforcement abilities with the conditions and i think it's it's important for you to know that we really enter this arena with some some meaningful tools you know i think i think another you know a question that has come up um certainly in the course of my conversations with some of you all is um what happens when a for-profit entity entity comes into the state and wants to or does own our hospitals um you know how do we how do we protect people patients and workers so they are not displaced by the primacy of profit and we do that through these reviews we identify the strengths and weaknesses of the entities and where we where we can install protection because whatever the whatever the driving interests are of a proposed choir um it's our job to figure out which conditions can accomplish that protection so that it so that patients workers communities are are protected through the process even with a for-profit and you know there of course of course limits to any tool um or as um as you might think one way to think of it is you know if if this is justice this law can get us pretty close um and it's our job to just keep pushing that and pushing that until it gets as close as it can so um i think i think those are um those are the points that i wanted to make and i wanted to make sure that we we have time for questions so again thank you i'm gonna say lauren hill thank you very much yeah i'm sorry about that i had to come down to the conference room that's okay and uh gentlemen thank you very much uh questions for the attorney general on this team so i have one uh general thanks for hearing the team uh all the uh work of the director thank you very much for being here today and talking about this important topic we will be i'm sure talking about it again um probably sooner than later but uh we'll become good friends if we're not good friends with seeing each other sooner than later i'm reminded of the work of uh your previous colleague he's not your colleague i think he's still your colleague until he gets confirmed uh xavier becerra unless it's how you say his name from california yes and he's going to become the secretary of health and human services and in the bible administration right he had a segment on 60 minutes that there was a profound segment back probably a month and a half or so ago well before the announcement talking about what he saw in his home state of california as part of the attorney general and what he needed to do so a couple things uh give me what's happening now i know a little bit about the hospitals what's happening outside of rhode island you know i think i know i'm learning more about what's happening within the island over my 13 years in the senate but how does this must be an area where ag's across the country must interact to a great degree because of what's transpired out in california and what he did like the 43 million people they have out there what are you hearing across the country that and i asked this from the perspective of one video hearing and number two from an hca perspective in the rhode island general law similar question asked of dr scott regard uh alexander scott what needs to change so macro what do you hear now uh nationally and then bring that down to the micro level what do we potentially need to change from an hca perspective yeah senator thank you for that question um i think the first thing this the first thing i need to say is that not every attorney general has this regulatory power and so this has come up in the in the context of prospect where their rhode island ironically is is one of the few states even though prospect has hospitals around the country we're one of the few attorney generals that has regulatory authority so you know this is an interesting thing about attorneys general we are very different in terms of our scope of authority particularly on the criminal side you know we are in this state we are very different from ag's around the country we have the d.a function here for example many of my colleagues have no criminal responsibility at all and when they do it's quite limited so you know certainly while you know we rely on on on colleagues just as i did when i was used attorney to talk to others around the country it's not exactly always comparing apples to apples and so you know we tend to rely on our own uh our own experience here in the office trying to recruit as i believe we have a strong health care team and then hire experts that can really really assist us you know i think if you're asking me what could change in rhode island look i think the general assembly has been very receptive you know particularly on the senate side you know the senate president i believe was really the moving force behind these amendments to the uh to the hca the first two years of my administration really grateful for that i think what we could i think what we could do better as a state if you're asking me to go to 50 000 feet although a 50 000 foot level here in rhode island is is to think more strategically as a state um about what we want our health care regulation to look like you know jessica jessica mentioned to me today while we were we were meeting about how a lot of our changes in the hca have been sort of as she described the one-offs to respond to particular situations i think we need to do a lot more strategic thinking in this state not only not only in this office but as part of of the the overall executive branch of course assisted in that by by the general assembly you know if we're not really thinking at a really high level about how health care ought to be delivered today then i think we're doing ourselves a disservice you know we tend to go into these we look at these things as transactions and we never really think about how do we want to deliver health care as many of you know i'm married to a primary care physician a member of coastal to who delivers care in a certain way and has been doing it for a very long time i tend to look at health care through a primary care physician's lens just what i've lived with and and i believe in primary uh primary care and delivering health care in that way but but as we look at these transactions or even if we're just plotting strategy how do we deliver health care that's quality and is accessible and affordable to everybody in rhode island as we go into some of these health care transactions are we abandoning neighborhoods are we abandoning neighborhoods of color or of the impoverished those are things we have to think about in the context of each particular transaction but i think we want to be thinking about it at a much more strategic level and i think that strategic level thinking does not exist at least very robustly in the state general thank you very much i guess we'd be looking at maybe follow up at some point to say uh how do we do what based on that need and that uh i'll say your goal you're calling out or request of a certain deficiency we have i'll put in a positive way what should we change because right if we look at these transactional we'll get to a certain point at some point and look back and say if only we had and put those pieces together thought in a more strategic we might not have made steps two three and four instead of playing uh so instead of playing checkers we should play in chess right it's from the same agreement okay other questions from the committee senator costner thank you mr chairman and uh thank you mr attorney general and all your team uh i have a related question to this and it seems to be the case and thank you ms weisenbaum for answering or for addressing uh senator coleman's question that it's actually in the sale that we learn much more about hospitals than we do at any other point during their operation and so that we would like to know are coming in the process of them having to disclose information and so i would like to we're scratching at it now but think through is this the realm for the attorney general's office or is this actually something that we have in the department of health but how do we better essentially regulate hospitals so that it's not just when you're selling or buying that you have to disclose this information but either on a two year or a yearly basis or whatever so that we have informed consumers of healthcare but then also regulators because it seems to be the case that we only find out what people are doing when they're either going under or or when they're kind of turning on a hospital system that's going in yeah i can take that yeah you know i think i think you're you're really really right and um so this is where you know those tools like get us part way there um because uh a recent amendment to the conversion act extended the monitoring to five years um which you know is kind of a kind of a blink um of time but it's not nothing i mean right so so one tool that we can use is we can we can place conditions and then we can monitor for them but going back to senator de palma's question um what you know what else do we need kind of dovetails with this because what because what we really need are resources we we need resources to be able to meaningfully monitor now the monitoring under the hca is paid for by the parties um okay so and but it's independent it's not their monitor it's we hire the monitor and they pay for it great um but but i think that and with a you know depending on the the size of the transaction you can be gathering a lot of information so what's really key is making sense of it right because um you know it's it's really easy to drown people in information and um and not um begin to use the the generals term not be strategic about it i think what we need are resources that are sustained beyond just a five-year monitoring period the other thing i think we need is we need to know the questions to ask and i think that is born of not only experts but also what i think is is also the commitment of this office which is to recognize the communities that want to tell us than or additional information to tell us beyond statistics and experts so i think it's it's bringing those things together um and that gives us a fighting chance because you know that um you know the the entities themselves are paying close attention to the data right really no no question about that um we need to do as good a job but we need the resources to do it senator i think you're muted with regards to you talked about uh anti-trust i think earlier as it relates to uh hospitals the one thing miriam i didn't hear you mentioned you mentioned non-p ofit or not for profit not for profit you mentioned not-for-profit profit you didn't talk about the profit acquiring a non-profit or did you know combinations you've described however the act clearly um assigns the attorney general to respond with respect to the attorney general that is however the act clearly assigns the uh the attorney general the responsibility to be involved in any um conversion you know conversion qualifying transaction so that's why we're involved even if it is for-profit or for-profit more again i think to to attorney ryder's point you know there the act kind of grows as needed which isn't necessarily terrible but it makes for some um gaps and um and i think i think maybe making it more explicit wouldn't be a bad idea um i mean you know drafting should be done carefully as you know um but i but i think it wouldn't be a bad idea thank you senator thank you mr chairman um i'm curious about what the rough percentage of transactions that have been approved versus transactions that have been denied i don't know in the past ten-ish years and and what the denials are for primarily to the extent that there have been any you know i think i think i'm going to ask uh jessica to take that one on you know my i've only been here for two years senator so by my you know whatever i've seen i've been in rhode island for that long but but it's been a distance obviously i'll let i'll let jessica get into the details but my sense is is that in many instances the uh the par the parties withdraw the applications whether they've been affirmative denials you know jessica can answer that but but from what i can tell from a distance many of them have gone through the process and then ultimately withdrawn so you know i think sometimes you know anecdotally i've heard that sometimes because the process uh goes on you know in their minds for a long time when it goes on for a long time in my mind it's because we're doing the appropriate due diligence i think you know one thing that's very important to me is that we exercise the amount of oversight that is necessary even if that takes time you know i didn't come here to be a rubber stamp for these transactions we're going to ask you know the tough questions and make sure we get the information to try to reach the best possible result so jess i don't know whether you have a perspective on that since you've been doing this uh longer than i have for sure hi yes so um from my knowledge going back to 2012 or actually even i would say 2009. um it's my understanding that there haven't been any that have been outright denied um you know that has been around longer than that and um but at least i could say safely says you there have been a number as i said that have not that have not made it over the finish line and you know the many many may be an overstatement but but several for sure you know partners care new england being one on my watch for example and then there's some others that are sort of a little smaller that fly below the radar you know when we talk about conversions we tend to think hospitals you know potentially combining uh but there are some um as jess's slide suggests you know there are some that are you know changes in ownership or changes in control um even if they're just over over 20 that that may on their surface seem to be somewhat minor and yet um they would be subject to our review senator i'm all set that was my my previous question very good uh other questions for the general so general i have just just a couple more the when we look at i'll say other other circumstances i'm not going to ask you to talk about a specific review in the case of let's say prosper prospect charter care there i assume you look at things beyond what you've talked about an anti-trust other extenuating circumstances such as the case of we're not talking about the specific situation the case of the pensions so putting that aside when you're looking at a particular application you look beyond uh let's all say especially just what you're just what you're handed yeah look i mean you know for me first and foremost it's it's it's just generally speaking um i'm asking myself are these hospitals going to be viable into the foreseeable future after this transaction's over and by what just doesn't mean that they'll exist by the needs will they continue the mission or better yet expand the mission of what it is they're there to do and that's to provide really strong quality health healthcare to everyone in that community you know in and not just in the physical plant but if they've been delivering healthcare on sort of an outpatient basis or at satellite facilities well they continue to do it there um so so yeah we're we're really looking at this very carefully you know it's how do i put this you know it comes up another context uh uh senator it's i view us um as being active in these areas we should be active um we shouldn't let cases come to us um and then sort of look at them um without in a way that's not very robust so what do we mean by that we should be always looking to expand our authority the way we should be looking at health care problems and frankly every problem that we deal with in this office is and there's a problem we are the people's lawyer we are there to speak when no one else can speak we are there to act when no one else can act and we should look at everything we do uh through that lens and so in this context in this context as a regulator what we're looking for is look something is going to change potentially around these hospitals is that change going to be a positive or a negative and if we're not sure that we need to put conditions in we need to put conditions in to make sure that it works out in the way that we intend it to work out so so we look at these transactions very carefully you know i go into all of them or propose transactions very carefully i go in with a healthy dose of skepticism really in everything that we do around health care and frankly around anything else and so convince me why what you're doing or what you're proposing to do is for the benefit of the people of the state and if the answer isn't in the affirmative then i'm not going to approve it thank you general go back to a comment the uh excellent question that all the centers are announced but senator cox asked a question with regards to you certainly do find out a lot about hospitals when they're going through this process right the the doors are open the curtains are open and here all right but it's on the uh miriam indicated thousands of pages i'm sure numbers of questions and hours of testimony balancing what's confidential to the public interest how do you determine that balance because at the end of the day uh hospitals largest industry in the state of rhode island right healthcare large interesting things around it is the one thing that affects the most people doesn't even affect second that affects most people in the state of rhode island is the department of motor vehicles think about the number of people that have eight hundred something thousand uh cars out there licenses etc healthcare affects everybody in a very critical way how do you balance the facts and data and information you retrieve and you gain so that the public back to the extent of this question earlier the transparency so the public has an appreciation of what's being said what's not being said and go back and do their own look and provide feedback yeah look that that's one of the biggest challenges we face in in all of you all of you senators are absolutely right to raise it you know certainly when you're talking about large healthcare institutions for example in a typical in a typical consolidation or conversion you know there's confidential business information that they want to keep confidential for purposes of running their business we understand that on the other hand uh you're exactly right you know our decisions um and and more importantly the bases of them are to be ought to be uh transparent so that everyone can judge them now on down the road and also have input into them as we're going forward so we really try to be very thoughtful about that to try to strike the right balance there in fact there's a provision in our process where we have to make confidentiality determinations you know for some of the specifics of that i'll turn that back over to miriam or jessica but but you're right to hit on that my own instinct is to turn everything over i mean that's that's that's just where my instinct is and so my folks you know appropriately have to push back as to why that may not be possible but but that is something that we we definitely look at very carefully miriam or jess do you want to weigh in on that you know the only thing i'll say and jessica's really um i i think has has a closer understanding of the particular um provisions that that determine these confidentiality uh determinations but um but you know i was thinking okay what's going to happen in court right because this is there's law so you know as much as we may want the public to know whatever it is um you know we we can't keep running to court and asking for things where we're not gonna prevail because there's there's a law on it but i know jessica if you want to speak to that too sure thank you i will just say that we look at this all of the confidentiality requests when we're looking at them we're giving them really you know strict scrutiny understanding that and trying to to play that balancing act and you know we often go back to the parties and really say you know tell us why why do you really need this confidential and i will also say that um you know a lot of the information that we might hold as confidential is you know people's personal information um you know maybe some employee information stuff like that that um is protected in in other areas and so we are uh you know respectful of that but i would say that it's something that we do look at and you know just because a party stamp says confidential doesn't mean we're not going to ask the tough questions as to as to why why does it need this designation thank you other questions from the committee now let's take we talked earlier about us and compared to california and others uh if we were we wanted to be an exemplar in what the attorney general office needs to do as it relates to hospitals which state would we want to pattern ourselves after well look look i think i think we have the ability senator to do a great job right here with the staff we have here you know look there's a reason we went from two people doing health care to six that's six out of twenty eight i mean when i got here the vast majority of my civil division was defending the state when the state got sued or when there was a policy choice by the general assembly or the governor that raised constitutional issues you know we have had to divert resources into this area to address the challenges that face us you know we haven't added lawyers we've just reassigned assigned them effectively which means as as we go up in some areas we have to go down into others or find efficiencies look i'll say this about the department of health too look it's it's a heck of a lot easier to talk about resources when you're talking about somebody else's organization because i don't want to be perceived as standing here asking you to give me more we'll make it happen with what we have really good people but i will tell you to make to make health care regulation in oversight better we need to empower the department of health with the budget that will allow them to do it really well um somebody should ask them don't make them come in and tell you what they need ask them what they need is you just asked me senator and i think what you'll find is is that they need more on the regulatory side of the house and you know you talked a little bit earlier about having a conversation about how we improve health care the best way to do that is to get really bright minds around the table and start thinking about how we move health care forward in this state strategically we haven't had a written health care strategy in the state since the late 1980s i mean that that really is something which ought to get our attention if we don't have a written down statewide strategy about health care how many beds do we need in the hospital how many beds don't we need where should we be delivering outpatient care how are we delivering it how are we keeping people out of the er how are we getting them seen by their doctors on weekends to drive down costs and increase care if we're not asking ourselves those questions at a statewide strategic level then we're not doing everything we can for healthcare in the state uh general thank you in fact if i was to break walk upstairs on my nightstand i have exactly what you're talking about written in 1989 it's about that big it's gbc bound and i think it's tight really even use them done on a computer back then it might have been uh but it's currently uh better than mimeograph uh a minigraph machine but i have that is the last time we've done one over three decades have gone by before we've done a uh health care health system health care study i think we can build off clearly the work that uh neil steinberg has done with round foundation clearly that education great work there and they've also done work in the area of health health care really the health system right by going back to that what i was also looking at with regards to what do you need was from a from the island general law perspective because everything you do is governed by the law right you can only you said like some places some agents don't don't have the capability that you have you have that uh i'd ask you to be thinking about it maybe not tonight but are there if there were changes needed to rely on general law to help facilitate having a more robust hospital conversion act process uh be worthwhile to see what that needs to happen because this is only going to continue well maybe maybe not uncertain what's going to happen so yes look i'll give that some thought i think one thing one thing that we shouldn't overlook here is our our lack of a strong consumer protection statute here and i'll tell you why that's relevant to health care it's relevant to health care because our our consumer protection statute the deceptive trade practices act does not give this office authority at least in the context of a fairly old now but still existing supreme court case to do robust investigations where something is regulated by another agency so so we have the hospital conversion act but that really cabins our authority we have the health care advocate statute which also gives us some broader authority but i will tell you whether it's in the context of health care or public utilities or other consumer related issues in health care let's face it health care today is a consumer issue getting our deceptive trade practices at fixed would be a huge step forward again the senate has been very helpful there the last two years when we brought that legislation uh up up to the hill um you know if we can ever get that over the home over the over the hill that would really really be a strong thing not only in the context of healthcare but for rhode island consumers generally it would really allow this office to do as i said what our principal job is and that is to be the people's lawyer in healthcare and in many other places insurance is another great area that would be included there you know we were we acted um frankly pretty loudly and pretty strongly when rates uh on the individual market health care rates went up last summer you know there was not a lot of my uh my statements were not necessarily broadcast far and wide notwithstanding my efforts to do that but there's another area where this office can be more active and if we need a good tool in our toolbox to help rhode islanders it's certainly that deceptive trade practices act i think we're doing okay with the hca but that deceptive trade practices act really needs a fix it's about the worst statute in the country directly general thank you very much uh and i'm gonna give you back 12 minutes of your time we'll keep you 12 minutes later the next time we see you but uh thank you very much i want to thank all the senators who are uh joining us tonight thank you kat perez patsuka perez from the legislative policy office elisa cartier to hagen tonight not very richard it's lisa from the president's legal staff and christian silvia the senate legislative uh leader before the senate so thank you very much thank you thank you thank you thank you