AN ACT RELATING TO HEALTH AND SAFETY -- RHODE ISLAND HEALTHCARE TRANSACTION OVERSIGHT ACT (Requires a healthcare entity to submit written notice to the attorney general and the department of health of any material change transaction at least 180 days prior to that transaction.)

S2492

2026 -- S 2492
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LC004169
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STATE OF RHODE ISLAND
IN GENERAL ASSEMBLY
JANUARY SESSION, A.D. 2026
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A N A C T
RELATING TO HEALTH AND SAFETY -- RHODE ISLAND HEALTHCARE
TRANSACTION OVERSIGHT ACT

Introduced By:
Senators Ujifusa, Bell, Kallman, Lauria, Valverde, Euer, Urso, Mack,
Acosta, and Quezada

Date Introduced:
February 06, 2026

Referred To:
Senate Judiciary
It is enacted by the General Assembly as follows:
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SECTION 1. Title 23 of the General Laws entitled "HEALTH AND SAFETY" is hereby
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amended by adding thereto the following chapter:
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CHAPTER 106
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RHODE ISLAND HEALTHCARE TRANSACTION OVERSIGHT ACT
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23-106-1. Short title.

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This chapter shall be known and may be cited as the "Rhode Island Healthcare Transaction
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Oversight Act."
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23-106-2. Legislative findings and intent.

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(a) Findings. The general assembly finds that:
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(1) Hospitals and health care providers deliver essential services, and sudden financial or
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operational failures can jeopardize the health, safety, and financial security of Rhode Islanders.
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(2) Recent bankruptcy proceedings involving Roger Williams Medical Center and Our
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Lady of Fatima Hospital, as well as hospitals in other states formerly owned by Steward Health
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Care, demonstrate that certain corporate ownership structures, financial arrangements, and
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consolidation strategies can reduce access, increase costs, and destabilize the delivery of care.
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(3) A growing number of states, working with policy experts including the National
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Academy for State Health Policy (NASHP), have enacted laws to better detect and prevent material
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risks to patients, taxpayers, and health care providers. NASHP has developed a model act

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incorporating best practices, upon which this chapter is based.
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(4) It is the intent of the general assembly to ensure that changes in ownership or control
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of health care entities do not undermine financial sustainability, clinical independence, or the
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continued availability of essential health care services, and to provide the state with tools to act
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before such risks result in harm to patients or communities.
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23-106-3. Definitions.

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As used in this chapter, the following terms shall have the following meanings, unless the
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context clearly indicates otherwise:
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(1) "Affiliate" means an entity that directly, indirectly, or through one or more
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intermediaries controls, is controlled by, or is under common control with another entity.
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(2) "Control" means the direct or indirect power through ownership, contractual agreement,
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or otherwise to direct the actions or policies of a healthcare entity.
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(3) "Cost and market impact review ("CMIR")" means the review conducted by the
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attorney general and the department of health as outlined in this chapter.
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(4) "Healthcare entity" means a provider, facility, provider organization, pharmacy benefit
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manager, carrier, or any parent, subsidiary, or affiliate thereof that offers healthcare services in
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Rhode Island.
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(5) "Management services organization (MSO)" means an entity that contracts with a
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healthcare entity to perform administrative, financial, operational, or management services.
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(6) "Material change transaction" means any of the following involving a healthcare entity
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that has total assets, annual revenues, or anticipated annual revenues of at least ten million dollars
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($10,000,000), whether occurring during a single transaction or a series of related transactions
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within a five (5) year period:
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(i) A corporate merger or consolidation including one or more healthcare entities;
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(ii) An acquisition of one or more healthcare entities or of control thereof;
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(iii) Any affiliation, joint venture, parent-subsidiary formation, or arrangement that results
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in a change of control;
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(iv) The formation of partnerships, joint ventures, or MSOs for contracting, management,
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or governance purposes;
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(v) Real estate sale or lease agreements involving material assets of a healthcare entity; or
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(vi) The closure of a healthcare facility or significant reduction of an essential health
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service.
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(7) "Private equity fund" means a publicly or non-publicly traded investment vehicle that
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pools capital for, and purchases direct or indirect ownership or controlling interests in, healthcare

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entities.
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23-106-4. Notice of material change transaction.

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(a) Before consummating a material change transaction, a healthcare entity shall submit
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written notice to the Rhode Island attorney general and the Rhode Island department of health not
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fewer than one hundred eighty (180) days prior to the proposed transaction date.
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(b) The notice shall include all material documents and information necessary for review
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including, but not limited to, transaction agreements, organizational charts, financial statements,
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service plans, and prior transaction history. The attorney general or the department of health may
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determine additional documents or information required to complete the notice and may require
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supplementation.
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(c) Within ten (10) days of acceptance of a complete notice, the attorney general and the
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department of health shall publish a summary of the proposed transaction on publicly accessible
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websites, excluding confidential information permitted to be withheld by law.
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23-106-5. Preliminary review.

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(a) Within thirty (30) days after receipt of a complete notice, the attorney general and the
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department of health shall:
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(1) Approve the transaction;
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(2) Approve with conditions; or
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(3) Designate the transaction for comprehensive review.
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(b) A transaction shall be designated for comprehensive review if the attorney general and
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the department of health determine the transaction is likely to significantly affect competition,
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prices, quality, access, workforce, or health equity in the Rhode Island healthcare market.
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23-106-6. Comprehensive review process.

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(a) Upon designation for comprehensive review, the attorney general and the department
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of health shall conduct one or more public hearings and complete a cost and market impact review
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(“CMIR”) within ninety (90) days after designation. The attorney general and the department of
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health may extend the ninety (90) day period if the transacting parties delay, fail to timely submit,
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or submit incomplete requested information.
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(b) The CMIR shall examine factors including, but not limited to:
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(1) Market share and competitive effects;
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(2) Price and total cost of care trends;
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(3) Impact on access and availability of services;
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(4) Impact on quality and patient outcomes;
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(5) Effects on underserved and at-risk populations;

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(6) Impact on the healthcare workforce;
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(7) Financial condition and prior conduct of the parties;
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(8) Prior healthcare transactions involving the parties, including serial acquisitions of “roll-
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ups;”
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(9) The impact of any real estate sale, lease, or sale-leaseback transaction on healthcare
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service delivery, cost, access, or financial sustainability; and
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(10) Any other factor relevant to the public interest.
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(c) The parties to the transaction shall bear the burden of demonstrating, by clear and
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convincing evidence, that the transaction will not result in a significant reduction in competition,
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increase in cost, or harm to access, quality, or equity.
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23-106-7. Determination and conditions.

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(a) After the CMIR, the attorney general and the department of health may:
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(1) Approve the transaction;
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(2) Approve with conditions; or
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(3) Disapprove the transaction.
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(b) Conditions may include, but are not limited to: requirements related to pricing,
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maintenance of essential services, reporting, workforce protections, or structural remedies such as
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divestiture or unwinding of components of the transaction.
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(c) The attorney general and the department of health shall issue a written determination
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no later than sixty (60) days following completion of the CMIR.
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(d) In making the determination, the attorney general and the department of health may
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consider any factors that they deem relevant, including, but not limited to:
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(1) The likely impact, as described in the CMIR report where applicable, of the material
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change transaction on:
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(i) Health care costs, prices, and affordability;
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(ii) The availability or accessibility of health care services to the affected community;
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(iii) Provider cost trends and containment of total state health care spending;
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(iv) Access to services in medically underserved areas;
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(v) Rectifying historical and contemporary factors contributing to a lack of health equities
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or access to services;
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(vi) The functioning and competitiveness of the markets for health care and health
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insurance;
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(vii) The potential effects of the transaction on health outcomes, quality, access, equity, or
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workforce for residents of this state;

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(viii) The potential loss or change in access to essential services;
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(ix) Whether the material change transaction is contrary to or violates any applicable law,
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including, without limitation, state antitrust laws, laws restricting the corporate practice of
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medicine, and consumer protection laws;
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(x) Whether the benefits of the transaction are likely to outweigh the anticompetitive effects
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from the transaction; and
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(xi) Whether the transaction is in the public interest.
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23-106-8. Post-transaction monitoring.

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The attorney general and the department of health may require ongoing reporting and
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monitoring of approved transactions and may reopen review or impose additional conditions upon
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a finding of noncompliance or changed circumstances.
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23-106-9. Cost recovery.

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The attorney general and the department of health may require reimbursement from the
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transaction parties for all actual and reasonable costs of review, including consultant and expert
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costs.
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23-106-10. Enforcement.

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Failure to comply with any of the requirements in this chapter may result in civil penalties
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of $10,000 (ten thousand dollars) per day, in addition to any other remedies available under law.
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SECTION 2. This act shall take effect upon passage.
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EXPLANATION
BY THE LEGISLATIVE COUNCIL
OF
A N A C T
RELATING TO HEALTH AND SAFETY -- RHODE ISLAND HEALTHCARE
TRANSACTION OVERSIGHT ACT
***
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This act would require a healthcare entity to submit written notice to the attorney general
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and the department of health of any material change transaction at least one hundred eighty (180)
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days prior to that transaction. This act would also authorize the attorney general and the department
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of health to review the transaction, approve, modify or deny the transaction, and provide factors to
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be considered within that review.
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This act would take effect upon passage.
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