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EXPLANATION: CAPITALS INDICATE MATTER ADDED TO EXISTING LAW.
[Brackets] indicate matter deleted from existing law.
*hb0944*
HOUSE BILL 944
J3 6lr1922
CF SB 494
By: Delegate Cullison
Introduced and read first time: February 5, 2026
Assigned to: Health
A BILL ENTITLED
AN ACT concerning 1
Maryland Health Care Commission – Certificates of Need and Material Change 2
Transactions 3
FOR the purpose of repealing the exemption from the certificate of need requirement for 4
certain mergers; requiring certain health care entities to provide certain notice of a 5
material change transaction to the Maryland Health Care Commission and the 6
public; establishing a public interest review process for material change 7
transactions, including criteria for determining whether a material change 8
transaction is subject to a public interest review; requiring the Executive Director of 9
the Commission to take certain actions regarding the approval or denial of certain 10
material change transactions within a certain time period; and generally relating to 11
material change transactions of health care entities. 12
BY repealing and reenacting, without amendments, 13
Article – Health – General 14
Section 19–101 and 19–120(a)(1), (h)(1), (j)(1), and (k)(1) 15
Annotated Code of Maryland 16
(2023 Replacement Volume and 2025 Supplement) 17
BY repealing and reenacting, with amendments, 18
Article – Health – General 19
Section 19–114 and 19–120(a)(2), (h)(2)(iii), (j)(2), and (k)(6)(v) 20
Annotated Code of Maryland 21
(2023 Replacement Volume and 2025 Supplement) 22
BY adding to 23
Article – Health – General 24
Section 19–120.3 25
Annotated Code of Maryland 26
(2023 Replacement Volume and 2025 Supplement) 27
2 HOUSE BILL 944
SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 1
That the Laws of Maryland read as follows: 2
Article – Health – General 3
19–101. 4
In this subtitle, “Commission” means the Maryland Health Care Commission. 5
19–114. 6
(a) In this Part II of this subtitle the following words have the meanings 7
indicated. 8
(a–1) “Acquisition” means: 9
(1) A transfer of stock or assets that results in a change of the person that 10
controls a health care facility; or 11
(2) The transfer of more than 25% of stock or ownership interest in a health 12
care facility. 13
(b) “Ambulatory surgical facility” means any center , service, office, facility, or 14
office of one or more health care practitioners or a group practice that: 15
(1) Has three or more operating rooms; 16
(2) Operates primarily for the purpose of providing surgical services to 17
patients who do not require overnight hospitalization; and 18
(3) Seeks reimbursement from payors as an ambulatory surgical facility. 19
(c) “Certificate of need” means a certification of public need issued by the 20
Commission under this Part II of this subtitle for a health care project. 21
(D) “CONSOLIDATION” MEANS THE CONSOLIDAT ION OR RELOCATION OF 22
BEDS AND HEALTH CARE SERVICES BETWEEN HEALTH CARE FACILITIES WITHIN THE 23
SAME MERGED ASSET SYSTEM. 24
(E) “EXECUTIVE DIRECTOR” MEANS THE EXECUTIVE DIRECTOR OF THE 25
COMMISSION. 26
[(d)] (F) (1) “Health care facility” means: 27
(i) A hospital, as defined in § 19–301 of this title; 28
HOUSE BILL 944 3
(ii) A limited service hospital, as defined in § 19–301 of this title; 1
(iii) A related institution, as defined in § 19–301 of this title; 2
(iv) An ambulatory surgical facility; 3
(v) An inpatient facility that is organized primarily to help in the 4
rehabilitation of disabled individuals, through an integrated program of medical and other 5
services provided under competent professional supervision; 6
(vi) A home health agency, as defined in § 19–401 of this title; 7
(vii) A hospice, as defined in § 19–901 of this title; 8
(viii) A freestanding medical facility, as defined in § 19 –3A–01 of this 9
title; and 10
(ix) Any other health institution, service, or pr ogram for which this 11
Part II of this subtitle requires a certificate of need. 12
(2) “Health care facility” does not include: 13
(i) A hospital or related institution that is operated, or is listed and 14
certified, by the First Church of Christ Scientist, Boston, Massachusetts; 15
(ii) For the purpose of providing an exception to the requirement for 16
a certificate of need under § 19–120 of this subtitle, a facility to provide comprehensive care 17
constructed by a provider of continuing care, as defined in § 10–401 of the Human Services 18
Article, if: 19
1. Except as provided under § 19 –123 of this subtitle, the 20
facility is for the exclusive use of the provider’s subscribers who have executed continuing 21
care agreements, including continuing care at home agreemen ts, and paid entrance fees 22
that are at least equal to the lowest entrance fee charged for an independent living unit, an 23
assisted living unit, or a continuing care at home agreement before entering the continuing 24
care community, regardless of the level of care needed by the subscribers at the time of 25
admission; 26
2. The facility is located on the campus of the continuing care 27
community; and 28
3. The number of comprehensive care nursing beds in the 29
community does not exceed: 30
A. 24 percent of the number of independent living units in a 31
community having less than 300 independent living units; or 32
4 HOUSE BILL 944
B. 20 percent of the number of independent living units in a 1
community having 300 or more independent living units; 2
(iii) For the purpose of providing an exception to the requirement for 3
a certificate of need under § 19–120 of this subtitle, a facility to provide comprehensive care 4
that: 5
1. Is owned and operated by the Maryland Department of 6
Veterans and Military Families; and 7
2. Restricts admissions to individuals who meet the 8
residency requirements established by the Maryland Department of Veterans and Military 9
Families and are: 10
A. Veterans who were discharged or released from the 11
uniformed services under honorable conditions; 12
B. Former members of a reserve component, as defined in § 13
9–901 of the State Government Article; or 14
C. Nonveteran spouses of eligible veterans; 15
(iv) Except for a facility to provide kidney transplant services or 16
programs, a kidney disease treatment facility, as defined by rule or regulation of the United 17
States Department of Health and Human Services; 18
(v) Except for kidney transplant services or programs, the kidney 19
disease treatment stations and services provided by or on behalf of a hospital or related 20
institution; or 21
(vi) The office of one or more individuals licensed to practice dentistry 22
under Title 4 of the Health Occupations Article, for the purposes of practicing dentistry. 23
[(e)] (G) “Health care practitioner” means any individual wh o is licensed, 24
certified, or otherwise authorized under the Health Occupations Article to provide health 25
care services. 26
[(f)] (H) “Health service area” means an area of this State that the Governor 27
designates as appropriate for planning and developing of health services. 28
[(g)] (I) “Local health planning agency” means the health department of a 29
jurisdiction or a body designated by the local health department to perform health planning 30
functions. 31
[(h)] (J) “State health plan” means the State health plan for facilities and 32
services. 33
HOUSE BILL 944 5
19–120. 1
(a) (1) In this section the following words have the meanings indicated. 2
(2) “Consolidation” [and “merger” include ] INCLUDES increases and 3
decreases in bed capacity or services among the components of an organization that: 4
(i) Operates more than one health care facility; or 5
(ii) Operates one or more health care facilities and holds an 6
outstanding certificate of need to construct a health care facility. 7
(h) (1) A certificate of need is required before the bed capacity of a health care 8
facility is changed. 9
(2) This subsection does not apply to any increase or decrease in bed 10
capacity if: 11
(iii) 1. At least 45 days before increasing or decreasing bed 12
capacity, written notice of intent to change bed capacity is filed with the Commission; 13
2. The Commission in its sole discretion finds that the 14
proposed change: 15
A. Is pursuant to the consolidation [or merger] of two or more 16
health care facilities, or conversion of a health care facility or part of a facility to a 17
nonhealth–related use; 18
B. Is not inconsistent with the State health plan or the 19
institution–specific plan developed by the Commission; 20
C. Will result in the delivery of more efficient and effective 21
health care services; and 22
D. Is in the public interest; and 23
3. Within 45 days of receiving notice, the Commission 24
notifies the health care facility of its finding; 25
(j) (1) A certificate of need is required before the type or scope of any health 26
care service is changed if the health care service: 27
(i) Is offered: 28
1. By a health care facility; 29
2. In space that is leased from a health care facility; or 30
6 HOUSE BILL 944
3. In space that is on land leased from a health care facility; 1
or 2
(ii) Results in a change in operating r oom capacity in a hospital, a 3
freestanding medical facility, or an ambulatory surgical facility. 4
(2) This subsection does not apply if: 5
(i) The Commission adopts limits for changes in health care services 6
and the proposed change would not exceed those limits; 7
(ii) The proposed change and the annual operating revenue that 8
would result from the addition is entirely associated with the use of medical equipment; 9
(iii) The proposed change would establish, increase, or decrease a 10
health care service and the change would not result in the: 11
1. Establishment of a new medical service or elimination of 12
an existing medical service; 13
2. Establishment of a cardiac surgery, organ transplant 14
surgery, or burn or neonatal intensive health care service; 15
3. Except as provided in § 19 –120.1 of this subtitle, 16
establishment of percutaneous coronary intervention services; 17
4. Establishment of a home health program, hospice 18
program, or freestanding ambulatory surgical center or facility; or 19
5. Expansion of a comprehensive care, extended care, 20
intermediate care, residential treatment, psychiatry, or rehabilitation medical service, 21
except for an expansion related to an increase in total bed capacity in accordance with 22
subsection (h)(2)(i) of this section; or 23
(iv) 1. At least 45 days before increasing or decreasing the 24
volume of one or more health care services, written notice of intent to change the volume of 25
health care services is filed with the Commission; 26
2. The Commission in its sole di scretion finds that the 27
proposed change: 28
A. Is pursuant to: 29
I. The consolidation [or merger] of two or more health care 30
facilities; 31
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II. The conversion of a health care facility or part of a facility 1
to a nonhealth–related use; 2
III. The conversion of a hospital to a limited service hospital; 3
or 4
IV. The conversion of a licensed general hospital to a 5
freestanding medical facility in accordance with subsection (o)(3) of this section; 6
B. Is not inconsistent with the State health pla n or the 7
institution–specific plan developed and adopted by the Commission; 8
C. Will result in the delivery of more efficient and effective 9
health care services; and 10
D. Is in the public interest; and 11
3. Within 45 days of receiving notice under item 1 of this 12
item, the Commission notifies the health care facility of its finding. 13
(k) (1) A certificate of need is required before any of the following capital 14
expenditures are made by or on behalf of a hospital: 15
(i) Any expenditure that, u nder generally accepted accounting 16
principles, is not properly chargeable as an operating or maintenance expense, if: 17
1. The expenditure is made as part of an acquisition, 18
improvement, or expansion, and, after adjustment for inflation as provided in t he 19
regulations of the Commission, the total expenditure, including the cost of each study, 20
survey, design, plan, working drawing, specification, and other essential activity, is more 21
than the hospital capital threshold; 22
2. The expenditure is made as p art of a replacement of any 23
plant and equipment of the hospital and is more than the hospital capital threshold after 24
adjustment for inflation as provided in the regulations of the Commission; 25
3. The expenditure results in a substantial change in the bed 26
capacity of the hospital; or 27
4. The expenditure results in the establishment of a new 28
medical service in a hospital that would require a certificate of need under subsection (i) of 29
this section; or 30
(ii) Any expenditure that is made to lease or , by comparable 31
arrangement, obtain any plant or equipment for the hospital, if: 32
8 HOUSE BILL 944
1. The expenditure is made as part of an acquisition, 1
improvement, or expansion, and the total expenditure, including the cost of each study, 2
survey, design, plan, workin g drawing, specification, and other essential activity, is more 3
than the hospital capital threshold; 4
2. The expenditure is made as part of a replacement of any 5
plant and equipment and is more than the hospital capital threshold after adjustment for 6
inflation as provided in the regulations of the Commission; 7
3. The expenditure results in a substantial change in the bed 8
capacity of the hospital; or 9
4. The expenditure results in the establishment of a new 10
medical service in a hospital that would require a certificate of need under subsection (i) of 11
this section. 12
(6) This subsection does not apply to: 13
(v) A capital expenditure made as part of a consolidation or merger 14
of two or more health care facilities, or conversion of a health care facility or part of a facility 15
to a nonhealth–related use if: 16
1. At least 45 days before an expenditure is made, written 17
notice of intent is filed with the Commission; 18
2. Within 45 days of receiving notice, the Commission in its 19
sole discretion finds that the proposed consolidation[, merger,] or conversion: 20
A. Is not inconsistent with the State health plan or the 21
institution–specific plan developed by the Commission as appropriate; 22
B. Will result in the delivery of more efficient and eff ective 23
health care services; and 24
C. Is in the public interest; and 25
3. Within 45 days of receiving notice, the Commission 26
notifies the health care facility of its finding; 27
19–120.3. 28
(A) (1) IN THIS SECTION THE F OLLOWING WORDS HAVE THE MEANINGS 29
INDICATED. 30
(2) “HEALTH CARE ENTITY” MEANS: 31
HOUSE BILL 944 9
(I) A HEALTH CARE FACILITY; 1
(II) AN AMBULATORY SURGICA L FACILITY , AS DEFINED IN § 2
19–3B–01 OF THIS TITLE; AND 3
(III) A PROVIDER ORGANIZATION. 4
(3) (I) “HEALTH CARE FACILITY” MEANS: 5
1. A HOSPITAL, AS DEFINED IN § 19–301 OF THIS TITLE; 6
2. A LIMITED SERVICE HOSP ITAL, AS DEFINED IN § 7
19–301 OF THIS TITLE; 8
3. A RELATED INSTITUTION, AS DEFINED IN § 19–301 OF 9
THIS TITLE; 10
4. AN AMBULATORY SURGICAL FACILITY; 11
5. AN INPATIENT FA CILITY THAT IS ORGAN IZED 12
PRIMARILY TO HELP IN THE REHABILITATION OF DISABLED INDIVIDUALS, THROUGH 13
AN INTEGRATED PROGRA M OF MEDICAL AND OTH ER SERVICES PROVIDED UNDER 14
COMPETENT PROFESSIONAL SUPERVISION; 15
6. A HOME HEALTH AGENCY, AS DEFINED IN § 19–401 OF 16
THIS TITLE; 17
7. A HOSPICE, AS DEFINED IN § 19–901 OF THIS TITLE; 18
8. A FREESTANDING MEDICAL FACILITY, AS DEFINED IN 19
§ 19–3A–01 OF THIS TITLE; AND 20
9. ANY OTHER HEALTH INST ITUTION, SERVICE, OR 21
PROGRAM FOR WHICH TH IS PART II OF THIS SUBTITLE REQ UIRES A CERTIFICATE 22
OF NEED. 23
(II) “HEALTH CARE FACILITY” DOES NOT INCLUDE: 24
1. AN ACUTE GENERAL HOSPITAL; 25
2. A HOSPITAL OR RELATED INSTITUTION THAT IS 26
OPERATED, OR IS LISTED AND CER TIFIED, BY THE FIRST CHURCH OF CHRIST 27
SCIENTIST, BOSTON, MASSACHUSETTS; 28
10 HOUSE BILL 944
3. EXCEPT FOR A FACILITY TO PROVIDE KIDNEY 1
TRANSPLANT SERVICES OR PROGRAMS, A KIDNEY DISEASE TRE ATMENT FACILITY, 2
AS DEFINED BY RULE O R REGULATION OF THE UNITED STATES DEPARTMENT OF 3
HEALTH AND HUMAN SERVICES; 4
4. EXCEPT FOR KIDNEY TRANSPLANT SERVICES OR 5
PROGRAMS, THE KIDNEY DISEASE TREATMENT STATIONS AND SERVICES PROVIDED 6
BY OR ON BEHALF OF A HOSPITAL OR RELATED INSTITUTION; OR 7
5. THE OFFICE OF ONE OR MORE INDIVIDUALS 8
LICENSED TO PRACTICE DENTISTRY UNDER TITLE 4 OF THE HEALTH OCCUPATIONS 9
ARTICLE, FOR THE PURPOSES OF PRACTICING DENTISTRY. 10
(4) “MARKET POWER ” MEANS POSSESSING 30% OR MORE MARKET 11
SHARE IN ANY LINE OF SERVICE IN THE RELEV ANT GEOGRAPHIC AREA OR UNDER 12
OTHER CRITERIA THAT THE COMMISSION MAY DEFINE BY REGULATION. 13
(5) (I) “MATERIAL CHANGE TRANS ACTION” MEANS ANY OF THE 14
FOLLOWING EVENTS OCCURRING DURING A S INGLE TRANSACTION OR IN A SERIES 15
OF RELATED TRANSACTIONS WITHIN A CONSECUTIVE 5–YEAR PERIOD INVOLVING A 16
HEALTH CARE ENTITY T HAT HAS TOTAL ASSETS , ANNUAL REVENUES , OR 17
ANTICIPATED ANNUAL R EVENUES IF THE RESULT OF THE TRANSACTION IS A NEW 18
HEALTH CARE ENTITY, OF AT LEAST $10,000,000, INCLUDING BOTH IN–STATE AND 19
OUT–OF–STATE ASSETS AND REVENUES: 20
1. A MERGER INCLUDING ONE OR MORE HEALTH CARE 21
ENTITIES; 22
2. AN ACQUISITION OF A HEALTH CARE ENTITY; 23
3. ANY AFFILIATION , ARRANGEMENT, OR CONTRACT 24
THAT RESULTS IN A CHANGE OF CONTROL OVER A HEALTH CARE ENTITY; 25
4. THE FORMATION OF A PA RTNERSHIP, JOINT 26
VENTURE, PARENT ORGANIZATION , OR MANAGEMENT SERVIC ES ORGANI ZATION 27
FOR THE PURPOSE OF ADMINISTERING CONTRACTS WITH CARRIERS, THIRD–PARTY 28
ADMINISTRATORS, PHARMACY BENEFITS MANAGERS, OR PROVIDERS; 29
5. A SALE, PURCHASE, LEASE, AFFILIATION, OR 30
TRANSFER OF CONTROL OF A BOARD OF DIRECT ORS OR GOVERNING BOD Y OF A 31
HEALTH CARE ENTITY; OR 32
HOUSE BILL 944 11
6. A REAL ESTATE SALE OR LEASE AGREEMENT 1
INVOLVING A MATERIAL AMOUNT OF ASSETS OF A HEALTH CARE ENTITY. 2
(II) “MATERIAL CHANGE TRANSACTION” DOES NOT INCLUDE: 3
1. AN ACQUISITION OF A NURSING HOME; 4
2. A CLINICAL AFFILIATION OF HEALTH CARE ENTITIES 5
FORMED SOLELY FOR THE PURPOSE OF COLLABORATING ON CLINICAL TRIALS; 6
3. GRADUATE MEDICAL EDUCATION PROGRAMS; 7
4. THE MERE OFFER OF EMP LOYMENT TO , OR HIRING 8
OF, A SINGLE PHYSICIAN; OR 9
5. INSTANCES IN WHICH THE HEALTH CARE ENTITY 10
DIRECTLY, OR INDIRECTLY THROUG H ONE OR MORE INTERM EDIARIES, ALREADY 11
CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, ALL OTHER 12
PARTIES TO THE TRANSACTION, SUCH AS A CORPORATE RESTRUCTURING. 13
(6) (I) “PROVIDER ORGANIZATION” MEANS A PERSON THAT IS IN 14
THE BUSINESS OF HEAL TH CARE DELIVERY OR MANAGEMENT, WHETHER 15
INCORPORATED OR NOT , THAT REPRESENTS ONE OR MORE HEALTH CARE 16
PRACTITIONERS IN CON TRACTING WITH PAYORS FOR THE PAYMENTS OF HEALTH 17
CARE SERVICES. 18
(II) “PROVIDER ORGANIZATION” INCLUDES: 19
1. A PHYSICIAN ORGANIZATION; 20
2. A MEDICAL GROUP PRACTICE; 21
3. AN INDEPENDENT PRACTICE ASSOCIATION; 22
4. A PROVIDER NETWORK; 23
5. A MANAGEMENT SERVICES ORGANIZATION; AND 24
6. ANY OTHER ORGANIZATIO N THAT CONTRACTS WITH 25
PAYORS FOR PAYMENT FOR HEALTH CARE SERVICES. 26
12 HOUSE BILL 944
(B) THIS SECTION DOES NOT APPLY IF THE MATERIA L CHANGE 1
TRANSACTION INVOLVES CHANGES THAT WOULD REQUIRE A CERTIFICATE OF NEED 2
OR OTHER COMMISSION APPROVAL UNDER § 19–120 OF THIS SUBTITLE. 3
(C) THIS SECTION MAY NOT BE CONSTRUED TO: 4
(1) IMPAIR, MODIFY, LIMIT, OR SUPERSEDE THE APP LICABILITY OF 5
ANY OTHER LICENSE OR APPROVAL REQUIRED UNDER LAW; OR 6
(2) LIMIT THE AUTHORITY OF THE ATTORNEY GENERAL TO PROTECT 7
THE HEALTH CARE MARKET OR CONSUMERS UNDER ANY OTHER LAW. 8
(D) (1) AT LEAST 90 DAYS BEFORE COMPLETI NG A MATERIAL CHANGE 9
TRANSACTION, A HEALTH CARE ENTITY SHALL PROVIDE NOTICE OF THE MATERIAL 10
CHANGE TRANSACTION IN ACCORDANCE WITH R EGULATIONS ADOPTED BY THE 11
COMMISSION TO: 12
(I) THE COMMISSION; AND 13
(II) THE PUBLIC. 14
(2) THE N OTICES REQUIRED UNDER THIS SUBSECTION ARE 15
COMPLETE WHEN THE EXECUTIVE DIRECTOR DETERMINES T HAT ALL REQUIRED 16
INFORMATION HAS BEEN DISCLOSED BY THE HEALTH CARE ENTITY. 17
(E) WITHIN 10 DAYS AFTER RECEIVING COMPLETE NOTICE OF A MATERIAL 18
CHANGE TRANSACTION UNDER SUBSECTION (D) OF THIS SECTION , THE 19
COMMISSION SHALL POST ON A PUBLICLY AVAILA BLE WEBSITE INFORMAT ION 20
ABOUT THE MATERIAL CHANGE TRANSACTION, INCLUDING: 21
(1) THE IDENTITY OF THE P ARTIES TO THE MATERIAL CHANGE 22
TRANSACTION; 23
(2) A SUMMARY OF THE PROPO SED MATERIAL CHANGE 24
TRANSACTION; 25
(3) AN EXPLANATION OF THE GROUPS OR INDIVIDUALS LIKELY TO BE 26
IMPACTED BY THE MATERIAL CHANGE TRANSACTION; 27
(4) INFORMATION ABOUT: 28
(I) SERVICES CURRENTLY P ROVIDED BY THE HEALT H CARE 29
ENTITY; 30
HOUSE BILL 944 13
(II) COMMITMENTS BY THE HEALTH CARE ENTITY TO CONTINUE 1
THE SERVICES; AND 2
(III) ANY SERVICES THAT WIL L BE REDUCED OR ELIM INATED; 3
AND 4
(5) ANY OTHER INFORMATION FROM THE NOTICE AND OTHER 5
MATERIALS SUBMITTED BY THE HEALTH CARE E NTITY THAT THE COMMISSION 6
DETERMINES WOULD BE IN THE PUBLIC INTEREST. 7
(F) WITHIN 30 DAYS AFTER RECEIVING A COMPLETE NOTICE OF A 8
MATERIAL CHANGE TRANSACTION UNDER SUBSECTION (D) OF THIS SECTION , THE 9
EXECUTIVE DIRECTOR SHALL: 10
(1) NOTIFY THE HEALTH CARE ENTITY THAT THE MATERIAL CHANGE 11
TRANSACTION IS NOT SUBJECT TO A PUBLIC INTEREST REVIEW; OR 12
(2) NOTIFY THE HEALTH CARE ENTITY THAT THE MATERIAL CHANGE 13
TRANSACTION IS SUBJE CT TO A PUBLIC INTER EST REVIEW AND REQUE ST 14
ADDITIONAL INFORMATION NECESSARY FOR THE REVIEW. 15
(G) IN DETERMINING WHETHER TO CONDUCT A PUBLI C INTEREST REVIEW 16
OF A MATERIAL CHANGE TRANSACTION, THE EXECUTIVE DIRECTOR SHALL 17
CONSIDER WHETHER: 18
(1) THE MATERIAL CHANGE TRANSACTION WILL RES ULT IN THE 19
TRANSFER OF ASSETS T HAT EXCEEDS THE THRE SHOLD ESTABLISHED BY THE 20
COMMISSION IN REGULATIONS; 21
(2) THE MATERIAL CHANGE TRANSACTION WILL OCCUR IN A 22
CONSOLIDATED MARKET FOR A LINE OF SERVIC ES OFFERED BY A PART Y TO THE 23
MATERIAL CHANGE TRANSACTION; 24
(3) THE MATERIAL CHANGE TRANSACTION WILL CAUSE A CHANGE IN 25
MARKET SHARE, SUCH THAT ANY RESULTING HEALTH CARE ENTITY WILL POSSESS 26
MARKET POWER ON COMPLETION OF THE MATERIAL CHANGE TRANSACTION; 27
(4) THE MATERIAL CHANGE TRANSACTION WILL OTHERWISE LESSEN 28
COMPETITION, INCLUDING THROUGH THE EFFECTS OF VERTICAL OR 29
CROSS–MARKET TRANSACTIONS AMONG DIFFERENT PROD UCT OR GEOGRAPHIC 30
MARKETS; 31
14 HOUSE BILL 944
(5) A PARTY TO THE MATERIAL CHAN GE TRANSACTION POSSE SSES 1
MARKET POWER PRIOR TO THE MATERIAL CHANGE TRANSACTION; AND 2
(6) THE MATERIAL CHANGE TRANSACTION IS LIKEL Y TO HAVE A 3
NEGATIVE IMPACT ON T HE COST, QUALITY, EQUITY, OR ACCESS TO HEALTH CARE 4
SERVICES IN ANY REGION IN THE STATE. 5
(H) (1) IF THE EXECUTIVE DIRECTOR DETERMINES T HAT A MATERIAL 6
CHANGE TRANSACTION IS SUBJECT TO PUBLIC INTEREST REVIEW, THE EXECUTIVE 7
DIRECTOR SHALL ASSESS THE POT ENTIAL IMPACT OF THE MATERIAL CHANGE 8
TRANSACTION ON THE PUBLIC INTEREST. 9
(2) WITHIN 60 DAYS AFTER PROVIDING NOTICE THAT A PUBLIC 10
INTEREST REVIEW WILL BE CONDUCTED AND REC EIPT OF COMPLETE 11
INFORMATION, THE EXECUTIVE DIRECTOR SHALL: 12
(I) APPROVE THE MATERIAL CHANGE TRANSACTION; 13
(II) APPROVE THE MATERIAL CHANGE TRANSACTION WITH 14
CONDITIONS; OR 15
(III) DENY THE MATERIAL CHANGE TRANSACTION. 16
(3) IN CONDUCTING A PUBLIC INTEREST REVIEW UNDER THIS 17
SUBSECTION, THE EXECUTIVE DIRECTOR MAY: 18
(I) CONSULT WITH ANY OTHE R FEDERAL, STATE, OR LOCAL 19
GOVERNMENTAL ENTITY; 20
(II) SOLICIT AND CONSIDER COMMENTS BY EMPLOYEES OF THE 21
HEALTH CARE ENTITY O R OTHER PARTIES TO THE MATERIAL CHAN GE 22
TRANSACTION; 23
(III) CONSIDER COMMENTS SUBMITTED BY THE PUBLIC; AND 24
(IV) CONTRACT WITH EXPERTS OR CONSULTANTS 25
INDEPENDENT OF THE COMMISSION AS NECESSA RY TO ASSIST THE EXECUTIVE 26
DIRECTOR IN CONDUCTING THE AN ALYSIS OF A PROPOSED MATERIAL CHANGE 27
TRANSACTION. 28
(4) IF THE EXECUTIVE DIRECTOR CONTRACTS WI TH EXPERTS OR 29
CONSULTANTS UNDER PA RAGRAPH (3) OF THIS SUBSECTION , THE COST OF THE 30
HOUSE BILL 944 15
CONTRACT SHALL BE PA ID BY THE PARTIES TO THE MATERIAL CHANGE 1
TRANSACTION. 2
(I) (1) IF THE EXECUTIVE DIRECTOR DENIES OR IMPOSES A CONDITION 3
ON A MATERIAL CHANGE TRANSACTION, A PERSON THAT IS A P ARTY TO THE 4
TRANSACTION MAY SUBMIT A WRITTEN REQUEST FOR THE COMMISSION TO REVIEW 5
THE DECISION IN ACCORDANCE WITH REGULATIONS ADOPTED BY THE COMMISSION. 6
(2) A DECISION OF THE COMMISSION UNDER PARAGRAPH (1) OF THIS 7
SUBSECTION SHALL BE A FINAL DECISION FOR THE PURPOSE OF JUDICIAL REVIEW. 8
(3) A PERSON THAT IS A PAR TY TO THE MATERIAL C HANGE 9
TRANSACTION MAY SEEK JUDICIAL REVIEW IN THE CIRCUIT COURT IN THE COUNTY 10
WHERE A PARTY TO THE MATERIAL CHAN GE TRANSACTION RESIDES OR HAS A 11
PRINCIPAL PLACE OF BUSINESS. 12
(4) A PETITION FOR JUDICIA L REVIEW SHALL BE FI LED WITHIN 30 13
DAYS AFTER THE COMMISSION MAKES THE FINAL DECISION. 14
(J) THE COMMISSION SHALL MONITOR COMPLI ANCE WITH ANY 15
CONDITIONS PLACED ON A MATERIAL CHANGE TRANSACTION AFTER THE CLOSING 16
OF THE TRANSACTION. 17
(K) (1) A PARTY TO A MATERIAL CHANGE TRANSACTION S HALL TIMELY 18
PROVIDE ANY INFORMAT ION AND ACCESS TO RE CORDS AND FACILITIES THAT IS 19
NEEDED BY THE COMMISSION TO PERFORM ITS DUTIES UNDER THIS SECTION. 20
(2) THE COMMISSION SHALL SET REASONABLE DEADLINES WHEN 21
REQUESTING INFORMATION OR ACCESS TO RECORDS OR FACILITIES. 22
(L) (1) THE COMMISSION MAY REPORT STATISTIC AL OR OTHER 23
INFORMATION THAT IT COLLECTS UNDER THIS SECTION THAT IS NOT PROHIBITED 24
FROM DISCLOSURE UNDER OTHER LAW. 25
(2) THE FOLLOWING INFORMA TION IS PRESUMED NOT TO BE 26
CONFIDENTIAL: 27
(I) THE PARTIES TO A MATERIAL CHANGE TRANSACTION; 28
(II) THE IDENTITY OF ANY P ERSON WITH AT LEAST A 5% 29
OWNERSHIP INTEREST IN A PARTY TO A MATERIAL CHANGE TRANSACTION; 30
16 HOUSE BILL 944
(III) THE ANNUAL REVENUE AND VALUE OF ASSETS OF A PARTY 1
TO A MATERIAL CHANGE TRANSACTION; 2
(IV) THE MONETARY VALUE OF THE MATE RIAL CHANGE 3
TRANSACTION; 4
(V) WHETHER THE MATERIAL CHANGE TRANSACTION IS 5
SUBJECT TO PUBLIC INTEREST REVIEW; 6
(VI) WHETHER THE EXECUTIVE DIRECTOR APPROVED, 7
APPROVED WITH CONDITIONS, OR DENIED THE MATERI AL CHANGE TRANSACTION; 8
AND 9
(VII) ANY CONDITIONS IMPOSED O N A MATERIAL CHANGE 10
TRANSACTION AND A PARTY’S COMPLIANCE WITH THE CONDITIONS. 11
(3) (I) EXCEPT AS PROVIDED IN SUBPARAGRAPH (I) OF THIS 12
PARAGRAPH, IN ACCORDANCE WITH TITLE 4 OF THE GENERAL PROVISIONS 13
ARTICLE, THE COMMISSION MAY NOT DISCLOSE CONFIDENTIAL COMMERCIAL OR 14
FINANCIAL INFORMATIO N OR TRADE SECRETS W ITHOUT THE CONSENT O F THE 15
PARTY THAT PRODUCED THE CONFIDENTIAL INFORMATION. 16
(II) THE EXECUTIVE DIRECTOR MAY DISCLOSE INFORMA TION 17
TO ANOTHER STATE AGENCY OR AN EXPERT OR CONSULT ANT UNDER CONTRACT 18
WITH THE COMMISSION IF THE EXPERT, CONSULTANT, OR STATE AGENCY IS BOUND 19
BY THE SAME CONFIDENTIALITY REQUIREMENTS AS THE COMMISSION. 20
(M) IN ADDITION TO ANY OT HER PENALTY IMPOSED BY LAW , THE 21
COMMISSION MAY: 22
(1) IMPOSE A CIVIL PENALT Y FOR A VIOLATION OF THIS SECTION 23
THAT MAY NOT EXCEED 1% OF THE VALUE OF THE MATERIAL CHANGE 24
TRANSACTION; 25
(2) ISSUE AN ADMINISTRATIVE ORDER THAT REQUIRES THE HEALTH 26
CARE ENTITY TO COMPLY WITH THIS SECTION; OR 27
(3) APPLY TO THE CIRCUIT COURT IN THE JURISDICTION IN WHIC H 28
THE HEALTH CARE ENTI TY IS LOCATED OR , IF THE HEALTH CARE E NTITY IS 29
OUT–OF–STATE, THE JURISDICTION IN WHICH THE COMMISSION IS LOCATED FOR 30
LEGAL RELIEF CONSIDERED APPROPRIATE BY THE COMMISSION. 31
HOUSE BILL 944 17
(N) (1) THE COMMISSION SHALL ADOPT REGULATI ONS TO CARRY OUT 1
THIS SECTION. 2
(2) THE REGULATIONS ADOPTED UNDER THIS SUBSECTION SHALL: 3
(I) INCLUDE CRITERIA FOR AN EXPEDITED REVIEW OF A 4
MATERIAL CHANGE TRAN SACTION IF THERE IS AN EMERGENCY AND THE 5
TRANSACTION IS NEEDED TO ENSURE CONTINUITY OF CARE; 6
(II) DEFINE PUBLIC INTERES T TO INCLUDE CONSIDE RATION 7
OF: 8
1. QUALITY; 9
2. PRICE; 10
3. HEALTH CARE SERVICE LINE; 11
4. CONTINUITY OF CARE; 12
5. ACCESS; 13
6. STAFFING; 14
7. EQUITY; AND 15
8. FINANCIAL STATUS OF THE PARTIE S TO THE 16
TRANSACTION; AND 17
(III) DESCRIBE THE CONTENTS AND THE FORM AND MANNER OF 18
DELIVERY OF THE NOTICE REQUIRED BY SUBSECTION (D) OF THIS SECTION TO THE 19
COMMISSION AND THE PUBLIC. 20
(3) THE COMMISSION MAY ADOPT REGULATION S ESTABLISHING AN 21
APPROPRIATE FEE TO BE PAID BY A PARTY TO A MATERIAL CHANGE TRANSACTION, 22
PROPORTIONATE TO THE SIZE OF THE PARTIES TO THE MATERIAL CHANGE 23
TRANSACTION, SUFFICIENT TO REIMBU RSE THE COSTS OF ADM INISTERING THIS 24
SECTION. 25
SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect 26
October 1, 2026. 27