Yes. Notification required. See Wash. Rev. Code § 19.390.030(1).
Notification is required by the parties to any transaction that results in a material change. Wash. Rev. Code § 19.390.030(1).
A “material change” includes a merger, acquisition, or contracting affiliation between two or more entities of the following types: hospitals, hospital systems, or provider organizations. Wash. Rev. Code § 19.390.030(2). A merger, acquisition, or contracting affiliation between two or more hospitals, hospital systems, or provider organizations only qualifies as a “material change” if the entities did not previously have common ownership or a contracting affiliation. Wash. Rev. Code § 19.390.030(4).
“Provider organization” is broadly defined as a corporation, partnership, business trust, association, or organized group of persons, whether incorporated or not, which is in the business of health care delivery or management and that represents seven or more health care providers in contracting with carriers or third-party administrators for the payments of health care services. A “provider organization” includes physician organizations, physician-hospital organizations, independent practice associations, provider networks, and accountable care organizations. Wash. Rev. Code § 19.390.020.
A material change only includes changes between a Washington entity and an out-of-state entity when the out-of-state entity generates $10 million or more in health care services revenue from patients residing in Washington state. Wash. Rev. Code § 19.390.030(3).
Notice shall be submitted to the Washington Attorney General not less than 60 days prior to the effective date of any transaction that results in a material change. Wash. Rev. Code § 19.390.030(1).
Washington law does not give the state Attorney General or any agency authority to approve proposed health care transactions. However, the Attorney General may make request for additional information within 30 days of the date notice is received. Wash. Rev. Code § 19.390.050. In addition, nothing precludes the Attorney General from conducting an investigation or enforcing state or federal antitrust laws at a later date. Wash. Rev. Code § 19.390.050.
Any person who fails to comply with the notice requirement is liable to the state for a civil penalty of not more than $200 per day for each day during which such person is in violation of this chapter. Wash. Rev. Code § 19.390.080.
Pending Legislation: 2023-2024 WA HB 1263 and WA SB 5241 proposed changing the notice timing requirement to not less than 120 days prior to the effective date of any transaction that results in a material change; giving the Attorney General the authority to disapprove a material change transaction; and changing the penalty for failure to comply to a civil penalty of up to 15% of the value of the material change transaction, in the discretion of the Attorney General. WA HB 1263 was reintroduced in the House of Representatives in January 2024. No further action has been taken on the bill. As of March 7, 2024, WA SB 5241 was returned to the Senate Rules Committee for a third reading.
Yes. Notification required beginning July 1, 2024. See 2024 Indiana Senate Bill 9. (SB0009.05.ENRH.pdf (in.gov)
Notification is required for an Indiana health care entity that is involved in a merger or acquisition with another health care entity with total assets, including combined entities and holdings, of at least $10 million dollars. Ind. Code Ann. § 25-1-8.5(4)(a).
“Merger” means any change of ownership, including: (1) an acquisition or transfer of assets; or (2) the purchase of stock effectuated by a merger agreement. Ind. Code § 25-1-8.5(3).
“Acquisition” means any agreement, arrangement, or activity the consummation of which results in a person acquiring directly or indirectly the control of another person. Ind. Code § 25-1-8.5(1).
“Health care entity” means any of the following:
Ind. Code § 25-1-8.5(2)(a).
Written notice must be provided to the office of the Attorney General at least 90 days prior to the date of the merger or acquisition. Ind. Code § 25-1-8.5(4)(a).
The notice must include the following information from each health care entity:
None. See Ind. Code § 25-1-8.5.
Within 45 days of the submission of notice, the Attorney General must review the information submitted with the notice; the Attorney General may analyze in writing any antitrust concerns with the merger or acquisition. Ind. Code § 25-1-8.5(4)(d).
The Attorney General may issue a civil investigative demand under Ind. Code §4-6-3 to a health care entity that has submitted a notice under this section for additional information. Ind. Code § 25-1-8.5(4)(e).
Ind. Code § 25-1-8.5 has not yet been officially added to the Indiana Code (i.e., not yet on Westlaw).
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit health care entities. See OT ST § 109.34.
Yes. Notification and approval required. See Or. Rev. Stat. § 415.501(3-4); Or. Admin. R. 409-070-0030.
Notification required by any health care entity of any material change transaction subject to review. Or. Admin. R. 409-070-0030(1).
“Health care entity” includes all of the following:
A transaction is a “material change transaction” if:
Subject to the materiality requirements above, the following types of transactions are subject to review under these rules:
An “acquisition of a health care entity” occurs when:
A covered transaction that qualifies as material between an Oregon health care entity and an out-of-state entity is subject to review if the transaction may increase the price of health care services or limit access to health care services in Oregon. Or. Admin. R. 409-070-0015(2).
Many types of transactions are excluded from the notification requirements, including several types of affiliations, certain medical services contracts, and certain emergency transactions. Or. Admin. R. 409-070-0020, 409-070-0022.
Notice shall be provided to the Oregon Health Authority not fewer than 180 calendar days prior to the effective date of the material change transaction. The “effective date” is the date when the proposed transaction will be consummated or closed. Or. Admin. R. 409-070-0030(1), (2).
A party to an approved material change transaction shall also notify the Oregon Health Authority upon the completion of the transaction. Or. Rev. Stat. § 415.501(19).
The Oregon Health Authority has the power to approve or deny a proposed health care transaction that involves a material change. The Oregon Health Authority will complete a preliminary review within 30 days of confirmation of its receipt of a complete notice of material change transaction, unless the parties agree to an extension of time. Or. Admin. R. 409-070-0055(2), (4).
In addition to any penalty imposed by law, the Oregon Health Authority may impose a civil penalty for violation of Or. Rev. Stat. § 415.501, not to exceed $10,000 for each offense. Or. Rev. Stat. § 415.900.
If the Authority determines that a health care entity has failed to timely file a notice of a material change transaction, the Authority may refer the health care entity to the Oregon Department of Justice. Or. Admin. R. 409-070-0030.
Failed Legislation: Oregon Assembly Bill 4130, which was introduced in February and ultimately failed in March 2024, would have prohibited any MSO-affiliated individual from being an owner, director, or officer of a medical professional corporation. The bill also prohibited professional corporations from relinquishing or transferring control over their assets, business operations, clinical practices or decisions or the clinical practices or decisions of its employed medical professionals. Importantly, if the bill had passed, the Oregon Health Authority would have had the ability to apply to:
Non-Profit Requirements: Pre-transaction approval requirements apply for non-profit health care entities. See Or. Admin. R. 409-070-0040; Or. Rev. Stat. § 65.803.
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit hospitals. See I.C. § 48-1503.
Yes. Notification required. See Nev. Rev. Stat. § 439A.126; Nev. Rev. Stat. § 598A.390.
Notice to the Department of Health and Human Services
Notification is required by hospitals of any merger, acquisition, or joint venture with any entity (including physician group practices), or entry into a contract for the management of the hospital. Nev. Rev. Stat. § 439A.126(1).
Notification is also required by a physician group practice or a person who owns all or substantially all of a physician group practice of a transaction (as defined in Nev. Rev. Stat. § 439A.126(3)) to which the physician group practice or person is a party or any contract for the management of the physician group practice if:
A “primary service area” is defined as an area comprising the smallest number of zip codes from which the hospital or physician group practice draws at least 75% of patients. Nev. Rev. Stat. § 439A.126(6)(b). The same regulator correspondence referenced above confirmed that only Nevada zip codes are considered for purposes of determining the primary service area.
Transactions requiring notice include:
Notice to the Attorney General
Notification required by any party to a “reportable health care or health carrier transaction.” Nev. Rev. Stat. § 598A.390(1).
“Reportable health care or health carrier transactions” include any transaction that (1) results in a material change to the business or corporate structure of a group practice or health carrier; and (2) causes, as a result of the transaction, a group practice or health carrier to provide within a geographic market 50% or more of any health care service or health carrier service. Nev. Rev. Stat. § 598A.370(1).
Notice to the Department of Health and Human Services
Notice required by hospitals and physician group practices shall be submitted to the Nevada Department of Health and Human Services no later than 60 days after the finalization of the transaction or execution of management agreement. Nev. Rev. Stat. § 439A.126(1), (2).
The Department of Health and Human Services requires notice to be submitted online using the form available here.
The law does not appear to give the Department of Health and Human Services the authority to approve a transaction or management agreement.
Notice to the Attorney General
Notice required by a party to a reportable health care or health carrier transaction shall be submitted to the Nevada Attorney General at least 30 days before the consummation of the transaction. Nev. Rev. Stat. § 598A.390(1).
Any Nevada group practice or health carrier that files a notification with the Federal Trade Commission (FTC) pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) must submit a copy of said notification to the Nevada Attorney General. Nev. Rev. Stat. § 598A.400. When applicable, the copy of the HSR notification satisfies state notification requirements. See Nev. Rev. Stat. § 598A.390(2).
This law does not appear to give the Attorney General the authority to approve health care or health carrier transactions, but the Attorney General has enforced antitrust laws in the context of health care transactions.
Notice to the Department of Health and Human Services
If a hospital fails to provide timely notice of a merger, acquisition, joint venture, or new management agreement, and the failure was not caused by excusable neglect, technical problems or other extenuating circumstances, the Department of Health and Human Services may impose against the hospital an administrative penalty of not more than $5,000 for each day of such failure. Nev. Rev. Stat. § 439A.126(6).
If a physician group practice or a person who owns all or substantially all of a physician group practice fails to provide timely notice, and the failure was not caused by excusable neglect, technical problems or other extenuating circumstances, the Department of Health and Human Services shall notify the Board of Medical Examiners or the State Board of Osteopathic Medicine, or both, as applicable, of such failure. Nev. Rev. Stat. § 439A.126(7). SB348, signed by the governor on June 12, 2023, adds provisions to the medical practice laws that require the applicable board, upon receiving notice that a physician/physician group failed to provide the required transaction notice, to proceed as if a complaint had been filed against the physician/physician group, conduct an investigation and hearing, and impose an administrative penalty not more than $5,000 per day if it concludes there was a failure to provide the required transaction notice. The new law went into effect immediately for rulemaking purposes, but became effective January 1, 2024, for all other purposes.
Notice to the Attorney General
A person who willfully fails to provide the required notice of a reportable health care or health carrier transaction is subject to a civil penalty not to exceed $1,000 for each day of the violation. Nev. Rev. Stat. § 598A.430.
Yes. Notification required. See 740 Ill. Comp. Stat. Ann. 10/7.2a.
Notification is required for Illinois health care facilities or provider organizations that are party to a covered transaction. Notification is required for covered transactions between an Illinois health care entity and an out-of-state health care entity where the out-of-state entity generates $10 million or more in annual revenue from patients residing in Illinois. 740 Ill. Comp. Stat. Ann. 10/7.2a(b).
“Covered transaction” means any merger, acquisition, or contracting affiliation between two or more health care facilities or provider organizations not previously under common ownership or contracting affiliation. 740 Ill. Comp. Stat. Ann. 10/7.2(a). “Merger” means the consolidation of two or more organizations, including two or more organizations joining through a common parent organization or two or more organizations forming a new organization, but does not include a corporate reorganization. Id.
“Health care facility” means the following facilities, organizations, and related persons:
With the exception of the above-referenced facilities, this law does not include facilities operated as part of the practice of a physician or other licensed health care professional, whether practicing in his or her individual capacity or within a partnership, medical or professional corporation, or unincorporated medical or professional group. This law also does not apply to physicians or other licensed health care professionals’ practices where such practices are carried out in a portion of a health care facility under contract with such health care facility by licensed health care professionals, whether practicing in his or her individual capacity or within a partnership, medical or professional corporation, or unincorporated medical or professional groups, unless the entity constructs, modifies, or establishes a health care facility as defined above. 740 Ill. Comp. Stat. Ann. 10/7.2(a).
“Provider organization” means a corporation, partnership, business trust, association, or organized group of persons, whether incorporated or not, which is in the business of health care delivery or management and that represents 20 or more health care providers in contracting with health carriers or third-party administrators for the payment of health care services. “Provider organization” includes physician organizations, physician-hospital organizations, independent practice associations, provider networks, and accountable care organizations. 740 Ill. Comp. Stat. Ann. 10/7.2(a).
“Out-of-state health care entity” means a health care facility or provider organization that is not headquartered in Illinois and does not do business in Illinois. 740 Ill. Comp. Stat. Ann. 10/7.2(a).
Written notice shall be submitted to the Attorney General no later than 30 days prior to the transaction closing or effective date of the transaction. 740 Ill. Comp. Stat. Ann.10/7.2a(b).
There are three options for submitting the required notice:
740 Ill. Comp. Stat. Ann. 10/7.2a(c).
The law does not appear to give the Attorney General the authority to approve covered transactions. Note, however, that if the Attorney General has reason to believe that a health care facility has engaged in or is engaging in a covered transaction without complying with the notice requirement, the Attorney General may apply for and obtain a temporary restraining order or injunction prohibiting the health care facility from continuing its noncompliance or doing any act in furtherance thereof. 740 Ill. Comp. Stat. Ann. 10/7.2(e).
Any health care facility or provider organization that fails to comply is subject to a civil penalty of up to $500 per day for each day the health care facility or provider organization is in violation. 740 Ill. Comp. Stat. Ann. 10/7.2a(e). Before bringing an action for restraining order or injunction, or seeking a penalty, the Attorney General shall permit the health care facility or provider organization to come into compliance within ten days of being notified. Id. Importantly, the right to cure noncompliance does not exist on or after the covered transaction’s proposed or actual closing date of the covered transaction, whichever is sooner. Id.
Expiration Date of Notification Obligation: This law is scheduled to be repealed on January 1, 2027. 740 Ill. Comp. Stat. Ann. 10/7.2(f).
Yes. Notification required for certain transactions involving health care entities. See Cal. Health & Safety Code § 127507.
For transactions closing on or after April 1, 2024, notification is required for any health care entity that meets the threshold criteria and is party to a material change transaction. See Cal. Health & Safety Code § 127507; 22 Cal. Code Regs. § 97435(a). Certain exceptions apply.
“Health care entity” means a payer, provider, or a fully integrated delivery system. See Cal. Health & Safety Code § 127500.2(k). “Health care entity” also includes any parents, affiliates, or subsidiaries that act in California on behalf of a payer and: (A) control, govern, or are financially responsible for the health care entity or are subject to the control, governance, or financial control of the health care entity, or (B) in the case of a subsidiary, are a subsidiary acting on behalf of another subsidiary. The definition of “health care entity” excludes physician organizations with fewer than 25 physicians, unless determined to be a high-cost outlier; however, a health care entity entering into a transaction with a physician organization of less than 25 physicians remains subject to the notice filing requirements. 22 Cal. Code Regs. § 97431(g).
“Provider” is broadly defined to include physician organizations, health facilities, certain clinics, ambulatory surgical centers or accredited outpatient settings, clinical laboratories, and imaging facilities. Cal. Health & Safety Code § 127500.2(q); 22 Cal. Code Regs. § 97431(o).
Threshold Criteria: A health care entity who is party to a material change transaction must file written notice of the transaction if any of the following threshold criteria are met:
A transaction is a “Material Change Transaction” if any of the circumstances below exist:
“Revenue” means the total average annual California-derived revenue received for all health care services by the submitter and all affiliates over the three most recent fiscal years. 22 Cal. Code Regs. § 97435(d).
“Health care services” are services and payments for the care, prevention, diagnosis, treatment, cure, or relief of a medical or behavioral health (mental health or substance use disorder) condition, illness, injury, or disease, including:
Written notice shall be provided to the Office of Health Care Affordability (OHCA) at least 90 days prior to the closing date of the transaction. Cal. Health & Safety Code § 127507; 22 Cal. Code Regs. § 97435.
The law does not appear to give the Office of Health Care Affordability authority to approve transactions. Cal. Health & Safety Code § 127507. However, the Department may opt to conduct a Cost and Market Impact Review. See Cal. Health & Safety Code § 127507.2.
In addition to any legal remedies, OHCA shall be entitled to specific performance, injunctive relief, and other equitable remedies a court deems appropriate for enforcement of any of the requirements of this article and shall be entitled to recover its attorney’s fees and costs incurred in remedying each violation. Cal. Health & Safety Code § 127507.6
Failed Legislation: California Assembly Bill No. 3129 would have required notice to and/or consent from the California Attorney General for certain transactions between a private equity group or hedge fund and healthcare facilities, provider groups, and providers. The Bill also would have prohibited certain arrangements between private equity groups or hedge funds and physicians, psychiatrists, or dentists, including, among other things, certain non-competition and non-disparagement clauses in contracts involving the management of a physician, psychiatric, or dental practice doing business in California.
Failed Legislation: Proposed CA Assembly Bill 1091 (2023 – 2024) would have required a medical group, hospital or hospital system, specified health facility, health care service plan, health insurer, or pharmacy benefit manager to provide written notice to, and obtain the written consent of, the Attorney General before entering into an agreement or transaction to make a specified material change with a value of $15 million or more. The notice would have been required at the same time that any other state or federal agency is notified or otherwise at least 90 days before entering into the agreement or transaction. However, the bill died in Committee. A similar bill was also previously proposed but died in committee. See CA Assembly Bill 2090 (2021 – 2022).
Non-Profit Requirements: Pre-transaction notice requirements also apply for non-profit health facilities. See Cal. Corp. Code § 5914
_________________________
Yes. Notification required for certain transactions involving retail drug firms. See Cal. Corp. Code § 14700.
Notification is required by both parties, or in the case of a tender offer, by the acquiring party, when any person acquires, directly or indirectly, any voting securities of a retail grocery firm or retail drug firm. Cal. Corp. Code § 14700(a).
“Acquiring party” means a person by whom or on whose behalf the merger or other acquisition of control is to be effected and either:
“Retail drug firm” means a person (defined as any person, association, organization, partnership, business trust, limited liability company, or corporation), including a proprietorship, joint venture, corporate officer, or executive, that has one or more businesses or establishments located within the state and is identified as a retail business or establishment in the North American Industry Classification System within the retail trade category 45611. Cal. Corp. Code § 14700; Cal. Labor Code § 18.
Written notice shall be filed with the Attorney General no less than 180 days before the acquisition is made effective. Cal. Corp. Code § 14701(a).
The law does not appear to give the Attorney General authority to approve transactions. However, if the Attorney General determines it cannot complete an evaluation of the competitive effects of the acquisition before the parties intend to consummate the acquisition, the Attorney General may seek an order from the Superior Court of the County of Sacramento temporarily staying or preliminarily enjoining the acquisition for such time as is reasonably necessary for the Attorney General to complete the analysis. Cal. Corp. Code § 14703.
The Attorney General shall be entitled to injunctive relief and other equitable remedies a court deems appropriate for a violation of this part, shall be entitled to recover its attorney’s fees and costs incurred in remedying each violation, and shall be entitled to civil penalties of up to $20,000 for each day of noncompliance. Cal. Corp. Code § 14707.
No. No notification/approval requirements found.
Yes. Notification and approval required. See Haw. Rev. Stat. Ann. §§ 323D-71 et seq.
Notification and approval are required for the acquisition of a hospital. Haw. Rev. Stat. Ann. § 323D-72.
“Acquisition” means any acquisition by a person or persons of an ownership or controlling interest in a hospital, whether by purchase, merger, lease, gift, or otherwise, that (1) results in a change of ownership or control of 20% or greater or (2) results in the acquiring person or persons holding a 50% or greater interest in the ownership or control of that hospital. Haw. Rev. Stat. Ann. § 323D-71.
“Hospital” means an institution with an organized medical staff, regulated under section 321-11(10), which admits patients for inpatient care, diagnosis, observation, and treatment, but does not include a public health facility under chapter 323F. Haw. Rev. Stat. Ann. § 323D-71.
An application shall be submitted to the State Health Planning and Development Agency and the Attorney General at least 90 days prior to an impending acquisition. Haw. Rev. Stat. Ann. § 323D-72(b).
The State Health Planning and Development Agency has the authority to approve or deny an acquisition. Haw. Rev. Stat. Ann. § 323D-73(b).
In addition, the Attorney General is given the discretion to determine whether Attorney General review and approval is necessary. Haw. Rev. Stat. Ann. §§ 323D-72(b); 323D-73(b).
No license to operate a hospital may be issued or renewed by the Department of Health pursuant to this chapter, and a license that has been issued shall be subject to revocation or suspension, if: (1) there is an acquisition of a hospital without first having received the approval of the State Health Planning and Development Agency under this part; or (2) there is an acquisition of a hospital without the approval of the Attorney General, if the Attorney General determines that a review of the application is appropriate under this part. Haw. Rev. Stat. Ann. § 323D-80.
Certificate of Need Review: For acquisitions that require approval from the State Health Planning and Development Agency under this part and a certificate of need, the applicant shall submit a single application for both purposes, and the application shall be reviewed under a single unified review process by the agency. Following the single unified review process, the agency shall simultaneously issue its decision regarding the certificate of need and its decision for purposes of the sale of a hospital under this part. Haw. Rev. Stat. Ann. § 323D-73(c).
No. No notification/approval requirements found.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit hospitals and nursing homes. See ND ST 10-33-144(1).
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit hospitals and nursing homes. See ND ST 10-33-144(1).
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit hospitals and nursing homes. See ND ST 10-33-144(1).
No. No notification/approval requirements found.
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit hospitals. See NE ST § 71-20,104.
Yes. Notification required. See Colo. Rev. Stat. Ann. § 6-19-302.
Notification is required by hospitals that are party to a covered transaction. Colo. Rev. Stat. Ann. §§ 6-19-301, 6-19-302.
“Covered transaction” means any transaction that would result in the sale, transfer, lease, exchange, or other disposition of fifty percent or more of the assets of a hospital. A series of transactions taking place in any five-year period, which would result in the aggregate of the transfer of fifty percent or more of a hospital’s assets, shall in all circumstances be deemed to be a covered transaction. “Fifty percent or more of the assets” shall be based on the fair market value of all of the assets of the hospital. “Covered transaction” shall also include the sale, transfer, or other disposition of the control of a parent company, holding company, or other entity controlling a hospital. Colo. Rev. Stat. Ann. § 6-19-102(1).
“Hospital” means a licensed or certified hospital as described in Colo. Rev. Stat. Ann. § 25-1.5-103(1)(a)(I-II); Colo. Rev. Stat. Ann. § 6-19-102(3).
Notice shall be provided to the Attorney General no later than 60 days prior to the transaction closing or effective date of the transaction. Colo. Rev. Stat. Ann. §§ 6-19-103(1); 6-19-302.
There is not a publicly available form for providing the required notice.
The law does not appear to give the Attorney General authority to approve covered transactions.
Whenever the Attorney General has reason to believe that a person has engaged in or is engaging in a covered transaction without providing the required notice, the attorney general may apply for and obtain, in an action in the appropriate district court of this state, a temporary restraining order or injunction, or both, pursuant to the Colorado rules of civil procedure prohibiting such person from continuing such noncompliance or engaging therein or doing any act in furtherance thereof. The court may make such further orders or judgments, at law or in equity, as may be necessary to remedy such noncompliance. Colo. Rev. Stat. Ann. §§ 6-19-103(2).
Non-Profit Requirements: Pre-transaction notice requirements also apply for covered transactions involving non-profit entities. Colo. Rev. Stat. Ann. §§ 6-19-201; 6-19-401.
Yes. Notification and approval required. See 2024 N.M. Laws Ch. 40 (S.B. 15) § 6.
Notification is required by at least one person who is a party to a proposed transaction. 2024 N.M. Laws Ch. 40 (S.B. 15) § 6(A).
Under the Health Care Consolidation Oversight Act, a “party” means a person taking part in a transaction subject to the Health Care Consolidation Oversight Act. 2024 N.M. Laws Ch. 40 (S.B. 15) § 2(K).
A “person” means an individual, association, organization, partnership, firm, syndicate, trust, corporation or other legal entity. 2024 N.M. Laws Ch. 40 (S.B. 15) § 2(K).
“Transaction” means any of the following:
2024 N.M. Laws Ch. 40 (S.B. 15) § 1(N).
“Control” means the power to direct or cause the direction of the management and policies of a hospital, whether directly or indirectly, including through the ownership of voting securities, through licensing or franchise agreements or by contract other than a commercial contract for goods or non-management services, unless the power is the result of an official position with or corporate office held by an individual. 2024 N.M. Laws Ch. 40 (S.B. 15) § 1(D). Control is presumed to exist if a person, directly or indirectly, owns, controls, holds fifteen percent or more of the power to vote or holds proxies representing fifteen percent or more of the voting securities of any other person. 2024 N.M. Laws Ch. 40 (S.B. 15) § 3(C).
“Acquisition” means an agreement or activity the consummation of which results in a person acquiring, directly or indirectly, the control of a hospital in New Mexico and includes the acquisition of voting securities, membership interests, equity interests or assets. 2024 N.M. Laws Ch. 40 (S.B. 15) § 1(A).
“Affiliation” means a business arrangement in which one person directly or indirectly is controlled by, is under common control with or controls another person. 2024 N.M. Laws Ch. 40 (S.B. 15) § 1(B).
There is no specified timeframe, but notice must be submitted prior to the proposed transaction.
Notice of a proposed transaction shall include:
2024 N.M. Laws Ch. 40 (S.B. 15) § 6(E).
Upon receipt of a complete notice of a proposed transaction, the office shall determine if the transaction is urgently necessary to maintain the solvency of a hospital or if there is an emergency that threatens the continued provision of immediate health care services. In such circumstances, the office may agree to an immediate approval of a transaction with or without conditions. 2024 N.M. Laws Ch. 40 (S.B. 15) § 6(B).
Within 120 days of receiving complete notice of a proposed transaction, the office shall complete a review, confer with the authority, and either approve, approve with conditions, or deny the proposed transaction. 2024 N.M. Laws Ch. 40 (S.B. 15) § 7(A).
The person who acquired control over the hospital through an approved or conditionally approved transaction shall submit reports to the office and the authority in the form and manner prescribed by the office annually for three years after approval or conditional approval. 2024 N.M. Laws Ch. 40 (S.B. 15) § 8(A).
Entry into a binding agreement before a transaction is effectuated is not a violation of the Health Care Consolidation Oversight Act if the transaction remains subject to regulatory review and approval. 2024 N.M. Laws
Ch. 40 (S.B. 15) § 6(C).
The Parties shall not effectuate a transaction without the written approval of the superintendent. The submitting party shall notify the office in a form and manner prescribed by the office when the transaction has been effectuated. 2024 N.M. Laws Ch. 40 (S.B. 15) § 6(H).
Approved and signed on March 1, 2024, by Governor of New Mexico; effective on May 15, 2024. The sections of the Act governing notice of proposed transactions are only in effect until July 1, 2025. Co-author of the Bill, Senator Katy Duhigg, stated that legislators are working to develop a more comprehensive plan with more community input and ideas from other states because the current law is not enough given the lack of transparency and no enforcement mechanism. See Interview here.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit hospitals. See LA R.S. 40:2115.11.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit hospitals. See Ga Code § 31-7-401.
No. No notification/approval requirements found.
Failed Legislation: Florida CS/HB 711 would have required hospitals, hospital systems, and provider organizations to submit written notice to the Attorney General of mergers, acquisitions, and other transactions; however, the bill died March 14, 2020.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction approval requirements apply for non-profit hospitals. See Tenn. Code Ann. § 48-68-206.
No. No notification/approval requirements found.
Failed Legislation: North Carolina Senate Bill 16 would have required hospitals and their affiliates to notify the state Attorney General 90 days prior to certain hospital-related transactions. However, the billed died in Senate Committee in January 2023.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit health care entities. See Va. Code Ann. § 32.1-374.
No. No notification/approval requirements found.
No. No notification/approval requirements found.
Pending Legislation:
Pennsylvania proposed House Bill 2344 would require health systems and provider organizations to notify the state Attorney General’s Office 90 days before entering into certain transactions or agreements that result in a material change.
Pennsylvania proposed H.B. 2012. would require health systems and provider organizations to notify the state Attorney General’s Office 90 days before entering into certain transactions or agreements that result in a material change.
Pennsylvania proposed Senate Bill 548 would require a hospital, hospice agency, or nursing home to provide 90 days’ notice and obtain approval from the Attorney General prior to the sale, transfer, lease, exchange, option, or other encumbrance of a material amount of its assets or operations. This bill was referred to the Senate Committee on Health and Human Services on May 15, 2023.
Non-Profit Requirements: Pre-transaction approval requirements apply for non-profit health care entities. See Pennsylvania Attorney General, Review Protocol for Fundamental Transaction Affecting Health Care Nonprofits.
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice and approval requirements apply for non-profit health care entities. See MD. Code, State Gov’t §§ 6.5-102, 6.5-201-203.
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit hospitals. See NJ ST 26:2H-7.11.
No. No notification/approval requirements found.
Yes. Notification required. See N.Y. Pub. Health Law § 4552.
A health care entity is required to provide notification of a material transaction. N.Y. Pub. Health Law § 4552(1).
“Health care entity” shall include but not be limited to a physician practice, group, or management services organization or similar entity providing all or substantially all of the administrative or management services under contract with one or more physician practices, provider-sponsored organization, health insurance plan, or any other kind of health care facility, organization, or plan providing health care services in New York. However, excluded from the definition of a “health care entity” is an insurer authorized to do business in New York and a pharmacy benefit manager registered or licensed in New York. N.Y. Pub. Health Law § 4550(2).
“Material transaction” means any of the following, occurring during a single transaction or in a series of related transactions that take place within a rolling twelve month period, and meet or exceed thresholds, for factors such as changes in revenue:
A “material transaction” does not include a de minimis transaction, which is defined as a transaction or a series of related transactions that result in a health care entity increasing its total gross in-state revenues by less than $25 million. N.Y. Pub. Health Law § 4550(4).
“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management, administrative functions, and policies of a health care entity, whether through the ownership of voting securities or rights, control, either directly or indirectly, by contract (except a commercial contract for goods or non-management services) or otherwise; but no person shall be deemed to control another person solely by reason of being an officer or director of a health care entity. “Control” shall be presumed to exist if any person directly or indirectly owns, controls, or holds the power to vote 10% or more of the voting securities of a health care entity. N.Y. Pub. Health Law § 4550(1).
Notice must be provided to the New York State Department of Health by emailing MaterialTransactionDisclosure@health.ny.gov at least 30 days before the closing date of the transaction. N.Y. Pub. Health Law § 4552(1).
This notice shall include:
N.Y. Pub. Health Law § 4552(1).
Notice by email to MaterialTransactionDisclosure@health.ny.gov is also required upon closing of the transaction. N.Y. Pub. Health Law § 4552(3).
The law does not appear to give the New York State Department of Health the authority to approve any material transaction.
Failure to notify the New York State Department of Health of a material transaction will result in a civil penalty up to $2,000 per violation. Each day in which the violation continues shall constitute a separate violation. N.Y. Pub. Health Law §§ 4552(4), 12.
The New York State Department of Health posts proposed transactions on its website for notice and public comment during the 30-day period prior to the closing date. N.Y. Pub. Health Law § 4552(2)(b).
Yes. Notification required. See Vt. Stat. Ann. tit. 18, § 9405c(b).
Notification is required by any hospital that is party to a transaction “through which the hospital will acquire a medical practice.” Vt. Stat. Ann. tit. 18, § 9405c(b).
“Hospital” means a licensed general hospital or hospital facility as described in Vt. Stat. Ann. tit. 18, § 1902(1)(A)-(H). Vt. Stat. Ann. tit. 18, § 9405c(a)(2).
“Medical practice” means a business used by one or more physicians to practice medicine. Vt. Stat. Ann. tit. 18, § 9405c(a)(3).
Notice shall be provided to the Office of the Attorney General no later than 90 days or as soon as possible prior to the effective date of the transaction. Vt. Stat. Ann. tit. 18, § 9405c(b).
The law does not appear to give the Office of the Attorney General authority to approve covered transactions.
Silent.
Non-Profit Requirements: Pre-transaction approval requirements apply for non-profit hospitals. See Vt. Stat. Ann. tit. 18, § 9420.
No. No notification/approval requirements found.
Failed Legislation: Maine H.P. 894 (131st legislative session) would have required health care providers, facilities, and management entities to obtain approval from the Attorney General prior to entering into certain material change transactions. However, the bill failed on June 7, 2023.
No. No notification/approval requirements found.
Non-Profit Requirements: Pre-transaction notice requirements apply for non-profit entities providing health care services. See NH Rev Stat § 7:19-b.
Yes. Notification required. See 958 Mass. Code Regs. 7.03.
Notification required by any provider or provider organization with $25 million or more in net patient service revenue in the preceding fiscal year when a material change occurs. 958 Mass. Code Regs. 7.03(1).
A “provider” is any person, corporation, partnership, governmental unit, state institution or any other entity qualified under the laws of the Commonwealth to perform or provide health care services. 958 Mass. Code Regs. 7.02.
A “provider organization” is any corporation, partnership, business trust, association or organized group of persons, which is in the business of health care delivery or management, whether incorporated or not that represents one or more health care providers in contracting with carriers or third-party administrators for the payment of health care services. 958 Mass. Code Regs. 7.02.
A “material change” includes the following types of proposed changes involving a provider or provider organization:
A “clinical affiliation” is any relationship between a provider or provider organization and another organization for the purpose of increasing the level of collaboration in the provision of health care services, including, but not limited to, sharing of physician resources in hospital or other ambulatory settings, co-branding, expedited transfers to advanced care settings, provision of inpatient consultation coverage or call coverage, enhanced electronic access and communication, co-located services, provision of capital for service site development, joint training programs, video technology to increase access to expert resources and sharing of hospitalists or intensivists. 958 Mass. Code Regs. 7.02.
A “contracting affiliation” is any relationship between two organizations that reflects, directly or indirectly, a partial or complete controlling interest or partial or complete common control. 958 Mass. Code Regs. 7.02.
A “corporate affiliation” is any relationship between two organizations that reflects, directly or indirectly, a partial or complete controlling interest or partial or complete common control. 958 Mass. Code Regs. 7.02.
Notice shall be provided to the Health Policy Commission, the Center for Health Information and Analysis, and the Office of the Attorney General not fewer than 60 days before the effective date of the proposed material change. 958 Mass. Code Regs. 7.03(1)
The “effective date” of a material change is the date when the proposed transaction will be consummated or closed. 958 Mass. Code Regs. 7.03(1).
Notice shall be provided using the form available here.
Massachusetts law does not appear to give the state Attorney General or any agency the authority to approve proposed health care transactions. Mass. Gen. Laws Ann. 6D § 13; 958 Mass. Code Regs. 7.03. However, any proposed material change shall not be completed until the Commission has informed the provider or provider organization of any determination not to initiate a Cost and Market Impact Review pursuant to 958 Mass. Code Regs. 7.05, or until at least 30 days after the Commission has issued its Final Report on a Cost and Market Impact Review. 958 Mass. Code Regs. 7.13.
If the Commission determines a provider or provider organization has failed to file a Notice of Material Change pursuant to 958 Mass. Code Regs. 7.03(1), the Commission may refer the Provider or Provider Organization to the Office of the Attorney General. 958 Mass. Code Regs. 7.03(1).
Pending Legislation: The Massachusetts State House of Representatives introduced and passed House Bill 4643 in May 2024, and a rewritten version of the bill, Senate Bill 2871, was introduced and passed by the Senate in July 2024. After hearings and amendments, the revised bill, Senate Bill 2881, is anticipated to be reconciled against the House Bill before being presented to the governor for signature and enactment.
Among other changes, the bill would add new categories of transactions that would require submission of a material change notification, including transactions involving new for-profit investment (including private equity). In addition, the bill would expand the scope of information that may be required under a Cost and Market Impact Review, potentially requiring information from investors, associated entities, and parent companies and other entities within their control, including historical information from within the last 10 fiscal years. Parties may also be required to submit information for up to 5 years following the transaction.
The agency would be allowed to recommend modifications to transactions it believes would result in a significant negative impact. Failure of the parties to make the requested modifications would trigger review by the Attorney General and the transaction would be prohibited from closing while such review is pending.
The bill would also impose a number of other requirements and/or restrictions that would impact private equity investment in the health care industry, including a requirement for private equity firms to post a bond upon submission of a material change notice and other limitations affecting the structures of physician practice acquisitions.
Yes. Notification required. See Conn. Gen. Stat. Ann. § 19a-486i.
Notification is required (i) by the parties to a transaction that results in a “material change to the business or corporate structure of a group practice;” (ii) by parties to an affiliation between hospitals or hospital systems; and (iii) by any person conducting business in Connecticut that files merger, acquisition, or any other information regarding market concentration with the Federal Trade Commission or the United States Department of Justice in compliance with the Hart-Scott Rodina Antitrust Improvements Act. Conn. Gen. Stat. Ann. § 19a-486i(b – e).
“Group practice” means two or more physicians, legally organized in a partnership, professional corporation, limited liability company formed to render professional services, medical foundation, not-for-profit corporation, faculty practice plan or similar entity that meets certain other requirements, as specified more fully at Conn. Gen. Stat. Ann. § 19a-486i(a)(10).
A “material change to the business or corporate structure of a group practice” includes:
“Affiliation” means the formation of a relationship between two or more entities that permits the entities to negotiate jointly with third parties over rates for professional medical services. Conn. Gen. Stat. Ann. § 19a-486i(a)(1).
Written notice of the change shall be submitted to the Attorney General no less than 30 days prior to the effective date of the transaction. Conn. Gen. Stat. Ann. § 19a-486i(c), (e). Notice of the transaction shall be submitted using the form available here.
Additionally, no later than 30 days after the effective date of the transaction described in subsection (c), the parties to the transaction shall also submit written notice to the executive director of the Office of Health Strategy. Conn. Gen. Stat. Ann. § 19a-486i(d)(2).
The law does not appear to give the state Attorney General or any other agency the authority to approve proposed health care transactions. However, the Attorney General may use the information provided to conduct further investigations pursuant to Conn. Gen. Stat. Ann. § 35-42, which discusses investigations under the Connecticut Antitrust Act. See Conn. Gen. Stat. Ann. § 19a-486i(f).
Silent.
Pending Legislation: A 3/25/24 bill would require the Office of Health Strategies to develop a plan concerning private equity ownership of Connecticut-licensed health care facilities, including (1) assessing whether a certificate of need should be required for a private equity firm’s acquisition of a health care facility (defined below) (or whether other restrictions should be implemented); and (2) recommending requirements for the disclosure of information by a health care facility that has private equity ownership. The plan must be submitted by January 1, 2025. See CT HB 5319.
“Health care facility” means an institution, as defined in section 19a-490 of the general statutes, licensed under chapter 368v of the general statutes.
“Institution” means a hospital, short-term hospital special hospice, hospice inpatient facility, residential care home, nursing home facility, home health care agency, home health aide agency, behavioral health facility, assisted living services agency, substance abuse treatment facility, outpatient surgical facility, outpatient clinic, clinical laboratory, blood collection facility, source plasma donation center, birth center, an infirmary operated by an educational institution for the care of students enrolled in, and faculty and employees of, such institution; a facility engaged in providing services for the prevention, diagnosis, treatment or care of human health conditions, including facilities operated and maintained by any state agency; and a residential facility for persons with intellectual disability licensed pursuant to section 17a-227 and certified to participate in the Title XIX Medicaid program as an intermediate care facility for individuals with intellectual disability. Conn. Gen. Stat. Ann. § 19a-490(a).
Yes. Notification and approval required. See RI ST § 23-17.14-5.
Under the Rhode Island Hospital Conversion Act, notification and approval is required for a conversion involving the establishment, maintenance, or operation of a hospital. RI ST § 23-17.14-6.
“Conversion” means any transfer by a person or persons of an ownership or membership interest or authority in a hospital, or the assets of a hospital, whether by purchase, merger, consolidation, lease, gift, joint venture, sale, or other disposition that results in a change of ownership or control or possession of 20% or greater of the members or voting rights or interests of the hospital or of the assets of the hospital or pursuant to which, by virtue of the transfer, a person, together with all persons affiliated with the person, holds or owns, in the aggregate, 20% or greater of the membership or voting rights or interests of the hospital or of the assets of the hospital, or the removal, addition, or substitution of a partner that results in a new partner gaining or acquiring a controlling interest in the hospital, or any change in membership that results in a new person gaining or acquiring a controlling vote in the hospital.
RI ST § 23-17.14-4(6).
“Hospital” means a person or governmental entity licensed in accordance with chapter 17 of title 23 to establish, maintain, and operate a hospital. RI ST § 23-17.14-4(12).
Notice must be provided to the Attorney General and the Department of Health. RI ST § 23-17.14-5.
The required timing is not specified. However, at least 210 days’ notice is likely required. The Attorney General and Department of Health have 30 days after receipt of an application to determine whether to accept an application. RI ST § 23-17.14-7(b)(1). The Attorney General and Department of Health have 180 days after accepting an application to determine whether to approve or deny the application. RI ST § 23-17.14-7(b)(4). Both the Attorney General and the Department of Health are given the authority to approve or deny a conversion. See RI ST § 23-17.14-5.
If any person knowingly violates or fails to comply with any provision of the Rhode Island Hospital Conversion Act or willingly or knowingly gives false or incorrect information:
RI ST § 23-17.14-30.
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