An Act to Enhance Transparency and Value in Substantial Health Care Transactions by Changing the Review and Approval Process for Those Transactions

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132nd MAINE LEGISLATURE
FIRST SPECIAL SESSION-2025
Legislative Document No. 1972
H.P. 1316 House of Representatives, May 13, 2025
An Act to Enhance Transparency and Value in Substantial Health
Care Transactions by Changing the Review and Approval Process
for Those Transactions
Reference to the Committee on Health and Human Services suggested and ordered printed.
ROBERT B. HUNT
Clerk
Presented by Representative ZAGER of Portland.
Cosponsored by Representatives: BOYER of Cape Elizabeth, CLUCHEY of Bowdoinham,
FOLEY of Wells, MORRIS of Turner.

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1Be it enacted by the People of the State of Maine as follows:
2PART A
3Sec. A-1. 22 MRSA §329, sub-§1, as amended by PL 2015, c. 453, §1, is further
4 amended to read:
51. Transfer of ownership; acquisition by lease, donation, transfer; acquisition of
6control of a nursing facility. Any transfer of ownership or acquisition under lease or
7 comparable arrangement or through donation or any acquisition of control of a health care
8 nursing facility under lease, management agreement or comparable arrangement or through
9 donation that would have required review if the transfer or acquisition had been by
10 purchase, except in emergencies when that acquisition of control is at the direction of the
11 department or except if the transfer of ownership or acquisition of control involves only
12 entities or health care facilities that are direct or indirect subsidiaries of the same parent
13 corporation, is between a parent corporation and its direct or indirect subsidiaries or is
14 between entities or health care nursing facilities all under direct or indirect ownership of or
15 ultimate control by the same parent corporation immediately prior to the transfer or
16 acquisition;
17PART B
18Sec. B-1. 22 MRSA c. 106 is enacted to read:
19CHAPTER 106
20TRANSPARENCY AND VALUE IN HEALTH CARE TRANSACTIONS
21§371. Definitions
22 As used in this chapter, unless the context otherwise indicates, the following terms
23 have the following meanings.
241. Acquisition. "Acquisition" means the direct or indirect purchase in any manner of
25 a material amount of the assets or operations of a health care entity. "Acquisition" includes,
26 but is not limited to, purchase by lease, transfer, exchange, option, receipt of a conveyance
27 or creation of a joint venture or any other manner of purchase, such as by a health care
28 system, private equity group, hedge fund, publicly traded company, real estate investment
29 trust, management services organization, insurance carrier or any subsidiaries thereof.
302. Affiliate. "Affiliate" means:
31 A. A person, entity or organization that directly, indirectly or through one or more
32 intermediaries controls, is controlled by or is under common control or ownership with
33 another person, entity or organization;
34 B. A person whose business is operated under a lease, management or operating
35 agreement by another entity or a person substantially all of whose property is operated
36 under a management or operating agreement with that other entity;
37 C. An entity that operates the business or substantially all the property of another entity
38 under a lease, management or operating agreement; or
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1 D. Any out-of-state operations and corporate affiliates of an affiliate as defined in
2 paragraph A, B or C, including significant equity investors, real estate investment trusts
3 and management services organizations.
43. Arrangement. "Arrangement" includes any agreement, association, partnership,
5 joint venture, management services agreement, professional services agreement, health
6 care staffing company agreement or other arrangement that results in a change of
7 governance or change of control of a health care entity or a department, subdivision or
8 subsidiary of a health care entity.
94. Carrier. "Carrier" has the same meaning as in Title 24-A, section 4301-A,
10 subsection 3.
115. Change of control. "Change of control" means an arrangement in which any other
12 person, corporation or partnership or any other entity acquires direct or indirect control
13 over the operations of a health care entity in whole or in substantial part.
146. Control. "Control," including the terms "controlling," "controlled by" and "under
15 common control with," means the direct or indirect power through ownership, contractual
16 agreement or otherwise:
17 A. To vote 10% or more of any class of voting shares of a health care entity; or
18 B. To direct the actions or policies of a health care entity.
197. Health care entity. "Health care entity" means a health care provider, a health care
20 facility or a provider organization. "Health care entity" does not include a nursing facility
21 as defined by section 328, subsection 18.
228. Health care facility. "Health care facility" means a licensed institution providing
23 health care services or a health care setting, including, but not limited to, hospitals and
24 other licensed inpatient facilities, health systems consisting of one or more health care
25 entities that are jointly owned or managed, ambulatory surgical or treatment centers,
26 residential treatment centers, diagnostic, laboratory and imaging centers, freestanding
27 emergency facilities, outpatient clinics and rehabilitation and other therapeutic health
28 settings.
299. Health care provider. "Health care provider" means any person, corporation,
30 partnership, governmental unit, state institution, medical practice or any other entity
31 qualified or licensed under state law to perform or provide health care services to persons
32 in the State.
3310. Health care services. "Health care services" means services and payments for the
34 care, prevention, diagnosis, treatment, cure or relief of a medical, dental or behavioral
35 health condition, illness, injury or disease, including, but not limited to:
36 A. Inpatient, outpatient, habilitative, rehabilitative, dental, palliative, therapeutic,
37 supportive, home health or behavioral services provided by a health care entity;
38 B. Pharmacy services, either retail or specialty, and any drugs, medical devices or
39 medical supplies;
40 C. Performance of functions to refer, arrange or coordinate care;
41 D. Equipment used such as durable medical equipment, diagnostic equipment, surgical
42 devices or infusion equipment; or
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1 E. Technology associated with the provision of services or equipment in paragraphs A
2 to D, such as telehealth, electronic health records, software, claims processing or
3 utilization systems.
411. Health care staffing company. "Health care staffing company" means a person,
5 firm, corporation, partnership or other business entity engaged in the business of providing
6 or procuring, for temporary employment or contracting by a health care facility, any health
7 care personnel but does not include an individual who independently provides the
8 individual's own services on a temporary basis to health care facilities as an employee or
9 contractor.
1012. Management services organization. "Management services organization" means
11 any organization or entity that contracts with a health care provider or provider organization
12 to perform management or administrative services relating to, supporting or facilitating the
13 provision of health care services.
1413. Material change transaction. "Material change transaction" means any of the
15 following occurring during a single transaction or in a series of related transactions
16 involving a health care entity within the State that has total assets or annual revenues, or
17 anticipated annual revenues for new entities, of at least $10,000,000, including both in-
18 state and out-of-state assets and revenues or anticipated revenues:
19 A. A corporate merger including one or more health care entities;
20 B. An acquisition of one or more health care entities, including insolvent health care
21 entities;
22 C. Any affiliation, arrangement or contract that results in a change of control for a
23 health care entity;
24 D. The formation of a partnership, joint venture, accountable care organization, parent
25 organization or management services organization for the purpose of administering
26 contracts with carriers, 3rd-party administrators, pharmacy benefits managers or health
27 care providers;
28 E. A sale, purchase, lease, affiliation or transfer of control of a board of directors or
29 governing body of a health care entity;
30 F. A real estate sale or lease agreement involving a material amount of assets of a
31 health care entity; or
32 G. The closure of a health care facility or the closure, discontinuance or significant
33 reduction of any essential health care service provided by a health care entity that is
34 either a provider organization or a health care facility or any new contracts or clinical
35 or contractual affiliations that will eliminate or significantly reduce essential health
36 care services. The department shall define by rule what constitutes a significant
37 reduction and essential health care services for purposes of this chapter.
38 "Material change transaction" does not include a clinical affiliation of health care entities
39 formed solely for the purpose of collaborating on clinical trials; graduate medical education
40 programs; the mere offer of employment to, or hiring of, a single physician; or situations
41 in which the health care entity directly, or indirectly through one or more intermediaries,
42 controls, is controlled by or is under common control with all other parties to the
43 transaction, such as a corporate restructuring.
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114. Medical practice. "Medical practice" means a corporate entity or partnership
2 organized for the purpose of practicing medicine and permitted to practice medicine in the
3 State, including, but not limited to, partnerships, professional corporations, limited liability
4 companies and limited liability partnerships.
515. Pharmacy benefits manager. "Pharmacy benefits manager" has the same
6 meaning as in Title 24-A, section 4347, subsection 17.
716. Provider organization. "Provider organization" means any corporation,
8 partnership, business trust, association or organized group of persons that is in the business
9 of health care delivery or management, whether incorporated or not, that represents one or
10 more health care providers in contracting with carriers for the payment of health care
11 services. "Provider organization" includes, but is not limited to, physician organizations,
12 physician-hospital organizations, independent practice associations, health care provider
13 networks, accountable care organizations and management services organizations and any
14 other organization that contracts with carriers for payment for health care services.
15§372. Review of proposed material change transactions
161. Notice. This subsection governs notice regarding material change transactions.
17 A. A health care entity shall, before completing any material change transaction, file
18 written notice with the department not fewer than 180 days before the date of the
19 proposed material change transaction.
20 B. Written notice under paragraph A must contain the information the department
21 determines necessary. The health care entity may include any additional information
22 supporting the written notice of the material change transaction. Notice is complete
23 when the department determines that all required information has been received.
24 C. All the information provided by the submitter as part of the notice under this
25 subsection must be treated as a public record unless the submitter designates documents
26 or information as confidential when submitting the notice and the department concurs
27 with the designation in accordance with a process specified by rule. Information that
28 is otherwise publicly available, or that has not been confidentially maintained by the
29 source, must be considered public information. The department shall maintain the
30 confidentiality of all confidential information that is obtained in relation to a material
31 change transaction, except that the department may exchange confidential information
32 with the Office of Affordable Health Care, established under Title 5, section 3122,
33 subsection 1, necessary for the office to exercise its authority under this chapter and
34 may disclose any information to an expert or consultant under contract with the
35 department as long as the expert or consultant is bound by the same confidentiality
36 requirements as the department. The confidential information and documents are not
37 public records and are exempt from the provisions of Title 1, chapter 13.
38 D. Within 10 days of receiving written notice of a material change transaction, the
39 department shall post on its publicly accessible website information about the material
40 change transaction, including:
41 (1) A summary of the proposed transaction, including the identities of the parties
42 to the transaction;
43 (2) An explanation of the groups or individuals likely to be affected by the
44 transaction;
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1 (3) Information about services currently provided by the health care entity,
2 commitments made by the health care entity to continue such services and any
3 services to be reduced or eliminated;
4 (4) Details about any public hearings and how to submit comments; and
5 (5) Any other information from the notice and other materials submitted by the
6 health care entity that the department determines would be in the public interest,
7 except for materials designated confidential under paragraph C.
8 E. For purposes of calculating time periods pursuant to this subsection, notice is
9 considered received on the first business day after the department determines that
10 notice is complete.
112. Preliminary review. This subsection governs preliminary reviews of material
12 change transactions.
13 A. Within 60 days after receiving a notice described in subsection 1, the department,
14 in consultation with the Office of Affordable Health Care, shall:
15 (1) Approve the material change transaction and notify the health care entity in
16 writing that a comprehensive review is not required for the material change
17 transaction;
18 (2) Approve the material change transaction subject to conditions set by the
19 department and notify the health care entity in writing of the conditions under
20 which the material change transaction may be completed; or
21 (3) Notify the health care entity in writing that the transaction is subject to a
22 comprehensive review. The department may request additional information
23 necessary to perform a comprehensive review under subsection 3.
24 B. A comprehensive review under subsection 3 is required when any of the following
25 applies to the material change transaction:
26 (1) The material change transaction will result in the transfer of assets valued over
27 $100,000,000;
28 (2) The material change transaction will lessen competition, including through the
29 effects of vertical or cross-market transactions among different product or
30 geographic markets; and
31 (3) The department, at its sole discretion, determines that the material change
32 transaction is likely to have a material impact on the cost, quality or equity of or
33 access to health care services in any region in the State.
34 C. This section does not limit or infringe upon the existing authority of any state
35 agency, including the Department of Health and Human Services, the Department of
36 Professional and Financial Regulation and the Department of the Attorney General, to
37 review any transactions.
383. Comprehensive review process. This subsection governs the comprehensive
39 review process for material change transactions.
40 A. No later than 90 days after determining a material change transaction is subject to
41 a comprehensive review pursuant to subsection 2, paragraph B, the department shall
42 conduct one or more public hearings or public meetings, one of which must be in the
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43 county in which the health care entity is located, to hear comments from interested
44 parties.
3 B. At the department's request, the Office of Affordable Health Care shall review the
4 material change transaction's cost and market impact. The review may examine factors
5 relating to the proposed transaction and the transacting parties and their relative market
6 positions, including, but not limited to:
7 (1) The quality of the services provided by any health care provider party to the
8 transaction, including patient experience;
9 (2) Consumer concerns, including, but not limited to, complaints or other
10 allegations that the health care provider or provider organization has engaged in
11 any unfair method of competition or any unfair or deceptive act or practice;
12 (3) The role of the transacting parties in serving at-risk, underserved and
13 government payer patient populations;
14 (4) The prices charged by either of the transacting parties for health care services,
15 including their relative prices compared to others' prices for the same health care
16 services in the same geographic area;
17 (5) The cost and cost trends of the health care entity in comparison to total health
18 care expenditures statewide;
19 (6) The impact of the transaction on the clinical workforce, including wages,
20 working conditions, staffing levels, supply, patient access and continuity of
21 patient-care relationships;
22 (7) The impact of a real estate sale or lease agreement on the financial condition
23 of the health care entity and its ability to maintain patient care operations;
24 (8) The market share of any transacting party and the likely effects of the
25 transaction on competition;
26 (9) Any previous transaction involving either transacting party, including, but not
27 limited to, acquisitions or mergers of similar health care providers, whether or not
28 in the same state;
29 (10) The availability and accessibility of health care services similar to those
30 provided, or proposed to be provided, through the health care provider or provider
31 organization within its primary service areas and dispersed service areas;
32 (11) The impact of the material change transaction on competing options for the
33 delivery of health care services within the health care provider's or provider
34 organization's primary service areas and dispersed service areas;
35 (12) The role of the transacting parties in providing low-margin or negative-
36 margin services within their respective primary service areas and dispersed service
37 areas;
38 (13) The parties' compliance with prior conditions and legal requirements related
39 to competitive conduct, including without limitation compliance with reporting
40 requirements regarding health care entity ownership and control under Title 22,
41 section 8710-A and compliance with the laws and regulations of other states in
42 which the parties operate;
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1 (14) In the case of a proposed closure or discontinuance of a health care facility or
2 any essential health care services, the impact of the closure or discontinuance on
3 health care services access, outcomes, costs and equity for those in the health care
4 facility's service area and the health care facility's plan for ensuring equitable
5 access, quality, affordability and availability of essential health care services
6 within the service area; and
7 (15) Any other factors that the Office of Affordable Health Care determines to be
8 in the public interest.
9 C. The department and the Office of Affordable Health Care may request additional
10 information or documents from the transacting parties necessary to conduct the review
11 of the material change transaction's cost and market impact. Failure to respond or
12 insufficient responses to requests for information by transacting parties may result in
13 the extension of the deadline for the office to complete the review or the imposition of
14 conditions for approval or the disapproval of the material change transaction under
15 subsection 4.
16 D. The department and the Office of Affordable Health Care shall keep confidential
17 all nonpublic information and documents obtained under this section and may not
18 disclose the confidential information or documents to any person without the consent
19 of the party that produced the confidential information or documents, except that the
20 department and the office may disclose any information to an expert or consultant
21 under contract with the State to review the proposed material change transaction as
22 long as the expert or consultant is bound by the same confidentiality requirements as
23 the department and the office. The confidential information and documents and work
24 product of the Office of Affordable Health Care are not public records and are exempt
25 from Title 1, chapter 13.
26 E. The department or the office may, in its sole discretion:
27 (1) Contract with, consult and receive advice from any state agency, including
28 other offices of the Department of Health and Human Services, the Department of
29 Professional and Financial Regulation, the Maine Health Data Organization
30 established in section 8703, the Maine Quality Forum established in Title 24-A,
31 section 6951 or any other state agency, on those terms and conditions that the
32 department or the office considers appropriate; and
33 (2) Contract with experts or consultants to assist in reviewing the proposed
34 material change transaction.
35 Notwithstanding Title 5, chapter 155 or any other provision of law to the contrary,
36 agreements and contracts entered into pursuant to this chapter are not subject to the
37 competitive bid requirements of the Chief Procurement Officer.
38 F. Not more than 150 days after receiving the request under paragraph B, the Office
39 of Affordable Health Care shall produce a report on its review of the material change
40 transaction's cost and market impact report containing the findings and conclusions of
41 the review as long as the health care entity has complied with the requests for
42 information or documents pursuant to this section within 21 days of the request or by
43 a later date set by mutual agreement of the health care entity and the office. The report
44 must be posted publicly and may not disclose confidential information.
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1 G. The department may charge costs to the transacting parties for all actual, reasonable
2 and direct costs incurred in reviewing, evaluating and making the determination
3 referred to in this section, including, without limitation, administrative costs, costs
4 incurred by the Office of Affordable Health Care and costs of contracted experts or
5 consultants.
64. Approval authority. This subsection governs the department's approval authority.
7 A. The department may approve, conditionally approve or disapprove of any material
8 change transaction for which the department receives notice under subsection 1. Any
9 conditions imposed pursuant to this section must specify a time period for compliance,
10 an expiration date or that the condition applies indefinitely.
11 B. The department shall inform the health care entity of the determination under
12 paragraph A within 60 days of notice under subsection 1 or, in the case of
13 comprehensive review, within 60 days of the department's receiving the report of the
14 completed review of the material change transaction's cost and market impact from the
15 Office of Affordable Health Care. A proposed material change transaction may not be
16 completed before the department has informed the health care entity of the
17 determination.
18 C. In making the determination pursuant to paragraph A, the department may consider
19 any factors that the department considers relevant, including, but not limited to, the
20 likely impact, as described in the cost and market impact review report when
21 applicable, of the material change transaction on:
22 (1) Health care costs, prices and affordability;
23 (2) The availability or accessibility of health care services to the affected
24 individuals and groups;
25 (3) The potential effects of the transaction on health outcomes, quality, access,
26 equity or workforce for residents of this State or the potential loss or change in
27 access to essential health care services;
28 (4) Health care provider cost trends and containment of total state health care
29 spending;
30 (5) Access to health care services in medically underserved areas;
31 (6) Rectifying historical problems and contemporary factors contributing to a lack
32 of health equity or access to health care services;
33 (7) The functioning and competitiveness of the markets for health care and health
34 insurance;
35 (8) Whether the transaction is contrary to or violates any applicable law, including,
36 without limitation, state antitrust laws, laws restricting the corporate practice of
37 medicine and consumer protection laws;
38 (9) Whether the benefits of the transaction are likely to outweigh the
39 anticompetitive effects from the transaction; and
40 (10) Whether the transaction is in the public interest.
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1 D. This subsection does not limit or alter any authority of the Attorney General or any
2 state agency to enforce any other law, including state or federal antitrust law, or to
3 review nonprofit transactions.
45. Post-transaction oversight. This subsection governs post-transaction oversight.
5 A. This paragraph governs enforcement by the Attorney General.
6 (1) The Attorney General may subpoena any records necessary to enforce any
7 provisions of this chapter or to investigate suspected violations of any provisions
8 of this chapter or any conditions imposed by conditional approval pursuant to
9 subsection 4.
10 (2) The Attorney General may enforce any requirement of this chapter and any
11 conditions imposed by a conditional approval pursuant to subsection 4 to the fullest
12 extent provided by law, including damages. In addition to any legal remedies the
13 Attorney General may have, the Attorney General is entitled to specific
14 performance, injunctive relief and other equitable remedies a court considers
15 appropriate for any violation or imminent violation of any requirement of this
16 chapter or breach of any of the conditions and is entitled to recover attorney's fees
17 and costs incurred in remedying each violation.
18 (3) This subsection does not narrow, abrogate or otherwise alter the authority of
19 the Attorney General to prosecute violations of antitrust or consumer protection
20 requirements.
21 B. This paragraph governs enforcement by the department.
22 (1) The department may audit the books, documents, records and data of any entity
23 that is subject to a conditional approval under subsection 4 to monitor compliance
24 with the conditions.
25 (2) Any entity that violates any provision of this chapter, any rules adopted
26 pursuant to this chapter or any condition imposed pursuant to a conditional
27 approval under subsection 4 is subject to an administrative penalty of $10,000 per
28 day for any violation of this chapter. The department may hold these funds in a
29 special revenue account that may be used only to support material change
30 transaction reviews, such as for hiring expert analysts on a short-term consulting
31 basis.
32 (3) The department may refer any entity to the Attorney General to review for
33 enforcement of any noncompliance with this chapter and any conditions imposed
34 by conditional approval pursuant to subsection 4.
35 (4) In order to monitor effectively ongoing compliance with the terms and
36 conditions of any material change transaction subject to prior notice, approval or
37 conditional approval under this chapter, the department may, in its sole discretion,
38 conduct a review or audit and may contract with experts and consultants to assist
39 in this regard.
40 (5) One year, 2 years and 5 years following the completion of the material change
41 transaction approved or conditionally approved by the department after a
42 comprehensive review under subsection 3, and at future intervals determined at the
43 discretion of the department, the health care entity or the person, corporation or
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44 partnership or any other entity that acquired direct or indirect control over the
45 health care entity shall submit reports to the department that:
3 (a) Demonstrate compliance with conditions placed on the transaction, if any;
4 (b) Analyze cost trends and cost growth trends of the parties to the transactions;
5 and
6 (c) Analyze any changes or effects of the transaction on patient access,
7 availability of services, workforce, quality or equity.
8 C. The department is entitled to charge costs to the transacting parties for all actual,
9 reasonable and direct costs incurred in monitoring ongoing compliance with the terms
10 and conditions of the material change transaction, including contractor and
11 administrative costs.
126. Assessment. The department shall adopt rules setting minimum and maximum
13 filing fees under this chapter. Initial fees may not be less than $1,000 nor more than $5,000.
14 In addition to rules regarding filing fees, the department shall adopt rules to establish
15 reasonable and necessary fees to carry out the provisions of this chapter. The department
16 shall also assess an annual fee equal to one five-thousandth of 1% of all premiums earned
17 in the prior year on all health insurers and health maintenance organizations operating in
18 the State and all insurers writing employee benefit excess insurance as described in Title
19 24-A, section 707, subsection 1, paragraph C-1 in the State. The department may, at its
20 sole discretion, waive this assessment for carriers with less than $25,000,000 in annual
21 earned premium. When filing written notice pursuant to subsection 1, paragraph A, the
22 health care entity shall pay a nonrefundable filing fee pursuant to this subsection. All fees
23 received by the department under this subsection must be placed in a separate, nonlapsing
24 account to be used in accordance with this chapter. The department shall hold these funds
25 in a special revenue account that may be used only to support staff positions and other
26 expenses necessary to administer this section.
27§373. Rulemaking
28 The department may, after notice and hearing pursuant to Title 5, chapter 375,
29 subchapter 2, adopt rules to carry out this chapter. Rules adopted pursuant to this section
30 are routine technical rules pursuant to Title 5, chapter 375, subchapter 2-A.
31PART C
32Sec. C-1. 22 MRSA §8710-A is enacted to read:
33§8710-A. Ownership and control of health care entities
341. Definitions. For the purposes of this section, unless the context otherwise indicates,
35 all terms have the same meanings as under section 371.
362. Reporting of ownership and control of health care entities. A health care entity
37 shall report to the organization on an annual basis and upon the completion of a material
38 change transaction involving the health care entity in a form and manner required by the
39 organization the following information:
40 A. Legal name of health care entity;
41 B. Business address of health care entity;
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2
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1 C. Locations of operations;
2 D. Business identification numbers of the health care entity, as applicable, including:
3 (1) Taxpayer identification number;
4 (2) National provider identifier;
5 (3) Employer identification number; and
6 (4) United States Department of Health and Human Services, Centers for Medicare
7 and Medicaid Services certification number;
8 E. Name and contact information of a representative of the health care entity;
9 F. The name, business address, business identification numbers listed in paragraph D
10 and federal tax classification for each person or entity that, with respect to the relevant
11 health care entity:
12 (1) Has an ownership or investment interest;
13 (2) Has a controlling interest;
14 (3) Is a management services organization; or
15 (4) Is a significant equity investor;
16 G. A current organizational chart showing the business structure of the health care
17 entity, including:
18 (1) Any entity listed in paragraph F;
19 (2) Affiliates, including entities that control or are under common control as the
20 health care entity; and
21 (3) Subsidiaries;
22 H. For a health care entity that is a health care provider or a health care facility:
23 (1) The affiliated health care providers identified by name, license type, specialty,
24 national provider identifier and other applicable identification number described in
25 paragraph D; the address of the principal practice location; and whether the health
26 care provider is employed or contracted by the health care entity; and
27 (2) The name and address of affiliated health care facilities by license number,
28 license type and capacity in each major service area;
29 I. The names, national provider identifiers, if applicable, and compensation of the
30 members of the governing board or board of directors or similar governance body for
31 the health care entity; any entity that is owned or controlled by, affiliated with or under
32 common control with the health care entity; and any entity described in paragraph F;
33 and
34 J. Payor mix information for the reporting year by:
35 (1) The number of services provided and percent of total services provided by
36 payor category; and
37 (2) The percent of total patient service revenue by payor category.
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13. Exceptions. The following health care entities are exempt from the reporting
2 requirements under subsection 2:
3 A. A health care entity that is an independent provider organization, without any
4 ownership or control entities, consisting of 5 or fewer physicians, except that if such a
5 health care entity experiences a material change transaction under chapter 106, the
6 health care entity is subject to reporting pursuant to chapter 106; and
7 B. A health care provider or provider organization that is owned or controlled by
8 another health care entity, if the health care provider or provider organization is shown
9 in the organizational chart submitted under subsection 2, paragraph G and the
10 controlling health care entity reports all the information required under subsection 2 on
11 behalf of the controlled or owned entity, except that health care facilities are not subject
12 to this exception.
134. Sharing of ownership information to improve transparency. This subsection
14 governs the sharing of ownership information to improve transparency.
15 A. Information provided under this subsection is public information and may not be
16 considered confidential, proprietary or a trade secret, except that any individual health
17 care provider's taxpayer identification number that is also their social security number
18 is confidential.
19 B. Not later than July 1, 2027 and annually thereafter, the organization shall post on a
20 publicly accessible website a report with respect to the previous one-year period,
21 including:
22 (1) The number of health care entities reporting for that previous one-year period,
23 disaggregated by the business structure of each specified health care entity;
24 (2) The name, address and business structure of any entity with an ownership or
25 controlling interest in a health care entity;
26 (3) Any change in ownership or control for each health care entity;
27 (4) Any change in the tax identification number of a health care entity; and
28 (5) As applicable, the name, address, tax identification number and business
29 structure of other affiliates that are under common control with, subsidiaries of or
30 management services entities of the health care entity, including the business type
31 and the tax identification number of each.
32 C. The organization may share information reported under this section with the Office
33 of Affordable Health Care, Attorney General, other state agencies and other state
34 officials to reduce or avoid duplication in reporting requirements or to facilitate
35 oversight or enforcement pursuant to the laws of the State, except that any tax
36 identification numbers that are individual social security numbers may be shared only
37 with other state agencies or other state officials that agree to maintain the
38 confidentiality of such information.
39PART D
40Sec. D-1. Effective date. This Act takes effect January 1, 2026.
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1SUMMARY
2 This bill enacts law governing consequential transactions, such as transfers of
3 ownership or control, among health care entities, including health care providers, health
4 care facilities, provider organizations, pharmacy benefits managers and carriers. It
5 establishes a preliminary and comprehensive review process carried out by the Department
6 of Health and Human Services in consultation with the Office of Affordable Health Care
7 and provides for post-transaction oversight. It creates provisions governing reporting on
8 the ownership and control of health care entities upon the completion of a transaction. It
9 also makes the provisions take effect January 1, 2026.
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