Oregon Revised Statutes Chapter 676 § 676.555 — Management services organizations; prohibitions; exemptions; contracts;

Management services organizations; prohibitions; exemptions; contracts; violations. (1) As used in this section: (a) “Affiliate” means a person that controls, is controlled by or is under common control with another person. (b) “Management services” means services for or on behalf of a professional medical entity that include: (A) Payroll; (B) Human resources; (C) Employment screening; (D) Employee relations; or (E) Any other administrative or business services that support or enable a professional medical entity’s medical purpose but that do not constitute: (i) Practicing medicine, as described in ORS 677.085; (ii) Physicians, physician associates and nurse practitioners jointly rendering professional health care services; or (iii) Practicing naturopathic medicine. (c) “Management services organization” means an entity that under a written agreement, and in return for monetary compensation, provides management services to a professional medical entity. (d) “Medical licensee” means an individual who is licensed in this state: (A) To practice medicine under ORS 677.110; (B) As a nurse practitioner under ORS 678.375; (C) As a physician associate under ORS 677.512; or (D) To practice naturopathic medicine under ORS 685.100. (e) “Medical purpose” means, as appropriate: (A) The purpose of practicing medicine, as described in ORS 677.085; (B) The purpose of enabling physicians, physician associates and nurse practitioners to jointly render professional health care services; or (C) The purpose of practicing naturopathic medicine. (f) “Professional medical entity” means: (A) A professional corporation, as defined in ORS 58.500; (B) A professional corporation, as defined in ORS 58.503; (C) A professional corporation, as defined in ORS 58.506; (D) A limited liability company or foreign limited liability company with authority to transact business in this state that is organized for a medical purpose; (E) A partnership or foreign partnership with authority to transact business in this state, or a limited liability partnership or foreign limited liability partnership with authority to transact business in this state, that is organized for a medical purpose; or (F) A limited partnership or foreign limited partnership with authority to transact business in this state that is organized for a medical purpose. (2)(a) Except as provided in subsection (3) of this section, a management services organization or a shareholder, director, member, manager, officer, employee or contractor of a management services organization may not: (A) Own or control individually, or in combination with the management services organization or any other shareholder, director, member, manager, officer, employee or contractor of the management services organization, a majority of shares in a professional medical entity with which the management services organization has a contract for management services, even if the other shareholder, director, member, manager, officer, employee or contractor qualifies for an exemption under subsection (3)(a) of this section; (B) Exercise a proxy or take or exercise on behalf of another person a right or power to vote the shares of a professional medical entity with which the management services organization has a contract for management services; (C) Control or enter into an agreement to control or restrict the sale or transfer of a professional medical entity’s shares, interest or assets, or otherwise permit a person other than a medical licensee to control or restrict the sale or transfer of the professional medical entity’s shares, interest or assets, except as provided in paragraph (b) of this subsection; (D) Issue shares of stock, or cause a professional medical entity to issue shares of stock, in the professional medical entity, in a subsidiary of the professional medical entity or in an affiliate of the professional medical entity; (E) Pay dividends from shares or an ownership interest in a professional medical entity; (F) Acquire or finance the acquisition of the majority of the shares of a professional medical entity; or (G) Exercise de facto control over administrative, business or clinical operations of a professional medical entity in a manner that affects the professional medical entity’s clinical decision-making or the nature or quality of medical care that the professional medical entity delivers, which de facto control includes, but is not limited to, exercising ultimate decision-making authority over: (i) Hiring or terminating, setting work schedules or compensation for, or otherwise specifying terms of employment of medical licensees; (ii) Setting clinical staffing levels, or specifying the period of time a medical licensee may see a patient, for any location that serves patients; (iii) Making diagnostic coding decisions; (iv) Setting clinical standards or policies; (v) Setting policies for patient, client or customer bil