| Summary: | 碩士 === 長庚大學 === 醫務管理學研究所 === 94 === The new section in Medical Law, called The system of Medical Corporate Aggregate”, is to endow the private hospitals with independent corporate position and put the on-going business of medical institutions into practices. How to proper evaluate the properties and transfer to the newly-established institutions smoothly by the public and clear procedures, on the financial management basis of private hospital now, is a challege. This research refers to the structure of domestic Corporate Acquisition Law as well as examines the current practices in this industry. The conclusion is as follows:
First, More comprehensive in applying Corporate Acquisition Law,
Because concepts in the transformation and shares acquisition in Corporate Acquisition Law are similar, it would be better to refer to its evaluation and pricing methods. In Corporate Acquisition, it is based on the maximization of shareholders’ equity; however, the social responsibility of medical institutions has to be carefully considered in this issue, in case of the damage of patients’ security from earnings sharing.
Second, Properties recognition has to be aligned with current practices,
To an operations individual, all the rights of assets and obligations of liabilities from the acquired private hospital should be completely undertaken by the newly-established corporate. Necessary evaluation can be applied with the hospital examination systems and the opinions from expertise. In addition, if lands and buildings cannot be acquired at once, convenience taken method has to be considered and the on-going business has to be the main focus.
Third, No Consistency in the value and evaluation of medical institutions.
The value of medical institutions can be divided into tangible assets and intangible assets. According to the Conservatism in accounting principles, tangible assets are recognized by LCM methods, which applies the book value as cost, the evaluation report from outside expertise as fair value, and the lower of these two values is recognized in case of over-estimated risks. Moreover, the intangible assets are introduced in accordance with the focus on evaluation and government assistance.
Even if private hospitals operate for long time, during the transformation, they can not avoid the possibility and identification of assets loss. When acquiring the same proportion of shares, consistency has to be considered in terms of members’ interests and fairness. In this case, loss on assets should be deemed as the decrease in its net equity, loss of original shareholders, or as the decrease in replaced cost of the newly-established corporate, loss of new shareholders.
Fourth, Properties transferred and Procedures design,
As for the shift in properties and tax credits, only the regulation for refunds of land appreciation is mentioned in No. 38 in Legal laws. Tariffs in buildings shift and stamp duty are not regulated for any delay, so that related tariffs liabilities have to be assured paid off before the assets are shifting.No matter whether real assets are one-shot shifted or under long-term lease agreements or installment purchase, the agreements have to be notarized to the public. Moreover, the assets shift has to be assets taken by independent individuals, in order to ensure its completeness and existence.
Fifth, Project team by the authorities
Since the examination covers financial, operational, legal, and extra-ordinary issues, a project team has to be built up for the special case and consulting with expertise in advance.
This research is expected to provide references and concrete methods to the institutions, who are possibly set up a medical corporate, in terms of solutions for potential issues and useful references for the authorities in examining the related cases.
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