HK Navigator: Mapping Healthcare Transaction Laws Holland & Knight Healthcare Transaction Laws Map

HK Navigator: Mapping Healthcare Transaction Laws

State and federal scrutiny of healthcare transactions is heating up, particularly where private equity sponsors are involved. The map below summarizes the scope and applicability of state laws requiring pre-closing notice and/or approval of certain healthcare transactions, often via extensive filings. Click on the blue-shaded states for a summary, including each law’s potential applicability to transactions involving Management Services Organizations (MSOs) and Dental Support Organizations (DSOs). For more detailed analyses of these and similar laws and emerging issues, see our thought leadership linked at the bottom of this page and consult our team of Holland & Knight attorneys. For the latest on related federal antitrust developments, please also visit the Holland & Knight Antitrust Blog.

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Broad Applicability

Narrow Applicability

No Current Legislation

Requirement: 90 days' pre-closing notice to California Office of Health Care Affordability (OHCA). Applicable to: Mergers, acquisitions, affiliations or other agreements impacting provision of healthcare services, involving healthcare entities that meet certain asset-valuation thresholds or thresholds for California-derived revenue in California. The definitions of “healthcare entities” and “material transactions” are broad and require close study, but there are some exemptions, including for transactions already subject to review by other California agencies. Private Equity Focus?: Yes, Gov. Newsom signed AB1415 in October 2025 that expanded the OHCA transaction reporting requirements to include private equity investments in healthcare. Gov. Newsom also signed SB351 in October 2025 that imposes restrictions on private equity control of medical and dental practices. See below and our recent alert. MSO & DSO Applicability: MSOs: Yes. MSOs engaging in transactions with covered healthcare entities, or acquiring the non-clinical assets of a medical practice, may be subject to the notice and approval requirements. Gov. Newsom signed AB 1415 in October 2025 that expanded the transaction reporting requirements for MSOs and created data submission requirements. Regulations and guidance are pending that will provide further clarifications. DSOs: Likely no. Dental providers and DSOs are not currently covered healthcare entities for transaction reporting purposes and OHCA guidance affirms that interpretation. CPOM: Both MSOs and DSOs are subject to SB 351 that Gov. Newsom signed in October 2025. This bill codifies California Medical Board guidance, affects restrictive covenants and gives the California Attorney General authority to enforce these restrictions against private equity firms. Estimated Review Period: 90 days, unless OHCA determines a cost and market review is necessary (which could delay closing up to eight months or longer). Citations: Cal. Code Regs. tit. 22 §97435 Forms: The website directs you to send in notice to CMIR@hcai.ca.gov. Filed Transactions: Accessible here.

California

Requirement: 30 days' pre-closing notice to Connecticut Attorney General; 30 days' post-closing, notice to Office of Health Strategy. Applicable to: Mergers, acquisitions and certain other affiliations by or between physician group practices (that will increase in size to eight or more physicians post-closing), hospitals and hospital systems. Private Equity Focus?: None stated. MSO & DSO Applicability: No. Estimated Review Period: Not specified. Citations: Conn. Gen. Stat. § 19a-486i Forms: Accessible here; email notice to AG.PhysicianAcquisitions@ct.gov. Filed Transactions: Not published.

Connecticut

Requirement: 30 days' pre-closing notice to Illinois Attorney General. Applicable to: Mergers and acquisitions between 1) two or more Illinois healthcare facilities or provider organizations, or 2) an Illinois healthcare entity and an out-of-state healthcare entity that generates at least $10 million in annual revenue from Illinois residents. Private Equity Focus?: None stated. MSO & DSO Applicability: Potentially. Certain MSOs and DSOs that represent more than 20 healthcare providers in contracting with insurance companies could be provider organizations subject to the notice requirements. The definition of “represent” is not defined, but informal guidance suggests that greater involvement in payor administration support and contracting services would cause a MSO or DSO to meet this definition so long as a supported practice has more than 20 providers. Estimated Review Period: 30 days, but the Attorney General may request additional information potentially extending that timeline. Citations: 740 Ill. Comp. Stat. 10/7.2a. Forms: Accessible here. Filed Transactions: Not published.

Illinois

Requirement: 90 days' pre-closing notice to Indiana Attorney General. Applicable to: Mergers and acquisitions between broadly defined “healthcare entities” where at least one entity is an Indiana healthcare entity and both entities have at least $10 million in total assets. Effective July 1, 2025, H.B. 1666 exempts a healthcare provider that is majority owned by Indiana-licensed healthcare practitioners who routinely provide healthcare services in the practitioner-owned practice. Private Equity Focus?: Yes, the definition of healthcare entity includes private equity partnerships merging with or acquiring healthcare entities. Effective July 1, 2025, H.B. 1666 requires hospitals, insurers (including HMOs), TPAs and PMBs to report private equity ownership information to the state starting on January 1, 2026. MSO & DSO Applicability: Potentially, if the MSO or DSO is controlled or owned by a private equity entity and acquires non-clinical assets of the healthcare entity. Estimated Review Period: 90 days. Citations: Ind. Code §16-21-6-0.3; Ind. Code §23-0.5-2-12.5; Ind. Code §23-0.5-2-13; Ind. Code §23-0.5-2-14; Ind. Code §25-1-8.5-2; Ind. Code §27-1-4.5 Forms: No specific form; statute sets forth notice requirements. Disclosure of ownership form not yet published. Filed Transactions: Not published.

Indiana

Requirement: 60 days’ pre-closing notice to Massachusetts Attorney General, Center for Health Information and Analysis, and Health Policy Commission. Entities may be required to submit detailed financial, ownership and governance information, including post-transaction plans. Applicable to: A broadened range of transactions, including: 1) mergers, acquisitions and affiliations involving providers, provider organizations or MSOs 2) any transaction involving a significant Equity Investor (e.g., private equity firms or other investors with >10 percent ownership) and 3) sale-leaseback arrangements, nonprofit-to-for-profit conversions and certain real estate transactions (e.g., REIT involvement). Private Equity Focus?: Yes. Effective April 8, 2025, private equity investors and related entities must disclose capital structure, ownership details and financial condition, including audited financials and potentially up to five years of post-transaction reporting. MSO & DSO Applicability: Yes, for reporting certain transactions, including if MSOs/DSOs meet the definition of “Provider Organization” per the Health Policy Commission's (HPC) guidance. Certain MSOs/DSOs may also need to submit annual reports to the Center for Health Information and Analysis, and may be called upon to provide testimony during HPC’s annual Health Care Cost Trends Hearings. Estimated Review Period: 30 days, unless a cost and market impact review is initiated, which may extend review by up to 215 days. Citations: Mass. Gen. Laws Ch. 6D § 13 (as amended by 2024 Mass. Acts ch. 343) and 958 CMR 7.00 Forms: Accessible here. Filed Transactions: Accessible here.

Massachusetts

Requirement: 60 days' pre-closing notice to Health Economics Program for entities with more than $80 million in revenue; 30 days' pre-closing notice to Minnesota Department of Health for entities with $10 million to $80 million in revenue. Applicable to: A single transaction or series of transactions involving certain Minnesota healthcare entities (including physician, physician assistant and advanced practice registered nurse (APRN) group practices) where one entity has at least $10 million in annual revenue. Private Equity Focus?: None stated. MSO & DSO Applicability: MSOs: Potentially, if the MSO 1) has power to control the management and policies of a healthcare entity or 2) shares in more than 40 percent of the revenue of the healthcare entity. DSOs: No. Dental providers and DSOs are not currently covered healthcare entities. Estimated Review Period: 30 to 60 days. Citations: Minn. Stat. §§ 145D.01, 145D.02 Forms: HEP Notice accessible here; MDH Notice accessible here. Filed Transactions: Not published.

Minnesota

Requirement: 30 days' pre-closing notice to Nevada Attorney General plus, for certain physician group practice transactions, 60 days' post-closing notice to Nevada Department of Health and Human Services (DHHS). Separately, any Group Practice or Health Carrier that is party to a transaction, where a federal HSR filing is made, must submit a copy of the HSR filing to the NV AG at least 30-days prior to closing. Submission of the HSR copy satisfies the notice obligation for reportable health care transactions, if applicable. Applicable to: Mergers, acquisitions or affiliations of or between healthcare group practices that constitute a significant percentage of providers of a single specialty within a Nevada geographic market. The requirement to submit a copy of the HSR filing to the NV AG applies to any group practice or health carrier. Private Equity Focus?: None stated. MSO & DSO Applicability: No. Estimated Review Period: 30 to 60 days. Citations: Nev. Rev. Stat. § 598A.290 et seq. and Nev. Rev. Stat. § 439A.126 Forms: Attorney General Notice accessible here; email to HSRand30dayHealthNotices@ag.nv.gov; DHHS Notice accessible here. Filed DHHS Notices: Accessible here.

Nevada

Requirement: 30 days' pre-closing notice to the New York State Department of Health (DOH). Applicable to: A single transaction or series of transactions (during rolling 12-month period) that will result in a health care entity increasing its total gross in-state revenue by $25 million or more. Private Equity Focus?: None stated, but the legislative history suggests a focus on the “proliferation of large physician practices being managed by entities that are investor-backed” that historically were not subject to regulatory oversight. MSO & DSO Applicability: MSOs: Yes, the definition of “health care entity” includes MSOs. DSOs: Yes. In published FAQs, DOH interprets “health care entities” to include dental practices and therefore, DSOs (like MSOs) that provides all or substantially all administrative or management services under contract with a health care entity are subject to the reporting obligation. Estimated Review Period: 30 days. Citations: N.Y. Pub. Health Law § 4550 et seq Forms: Notices of material transactions must be reported electronically using the Material Transaction Reporting Form. Filed Transactions: Accessible here.

New York

Requirement: 180 days' pre-closing notice to Oregon Health Authority (OHA), but, in practice, many transactions with tighter timelines submit 30 days pre-closing. OHA must approve the transaction, and OHA may add conditions on the transaction if or when it approves. Applicable to: Certain transactions involving healthcare entities, including partnerships or affiliations that will eliminate or significantly reduce services available to patient populations. At least one healthcare entity must have at least $25 million in average revenue for each of the previous three years, and the other party to the transaction must have at least $10 million in average revenue for previous three years (or $10 million in anticipated revenue during first year, if new entity). Transactions involving out-of-state entities are reportable if they will increase cost or limit access in Oregon. Oregon broadly defines “healthcare entity.” Private Equity Focus?: Yes. Oregon recently issued guidance clarifying that private equity firms that own 25 percent or more of a healthcare entity may be subject to the notice and review requirements. MSO & DSO Applicability: Yes. Oregon defines “acquisition” to include undertaking to provide “comprehensive management services,” and Oregon recently issued guidance clarifying that MSOs and DSOs may be subject to the notice and review requirements. As of June 2025, MSOs are subject to a new law that places immediate restrictions on the use of certain restrictive covenants with supported medical practices and amends existing professional entity laws. New MSO arrangements with supported medical practices will also be subject to new CPOM parameters in 2026, while parties to existing arrangements have until 2029 to adhere to such CPOM parameters. Proposed amendments are already pending. Estimated Review Period: 30 days, unless OHA determines a comprehensive review is needed, in which case, review may be extended for 180 days or more. Citations: Or. Rev. Stat. § 415.500 et seq. and Or. Admin. R. 409-070-0000 - 0085 Forms: Accessible here. Filed Transactions: Accessible here.

Oregon

Requirement: 60 days' pre-closing notice to Washington Attorney General and/or a copy of a HSR filing must be submitted contemporaneously to the Washington Attorney General. Applicable to: Mergers, acquisitions or contracting affiliations between a provider organization, hospital or hospital system operating within Washington. Out-of-state entities that generate $10 million or more in healthcare services from patients residing in Washington also must file. Additionally, under the recently passed Antitrust Premerger Notification Act (APNA), any party that files a HSR with the FTC, must also submit a copy of the HSR filing contemporaneously to the Washington Attorney General if the filing party 1) maintains a principal place of business in Washington, 2) generates in-state net sales of at least 20 percent of the HSR filing threshold or 3) is a "provider" or "provider organization" as defined in Washington's healthcare transaction reporting statute. Private Equity Focus?: None stated. MSO & DSO Applicability: Potentially. MSOs and DSOs that represent at least seven healthcare providers in contracting with payers could be provider organizations subject to the notice requirements. Estimated Review Period: 60 days. Citations: Wash. Rev. Code § 19.390 et seq., Wash. Rev. Code §19.390.060 Forms: Accessible here. Filed Transactions: Not published.

Washington

This map identifies state laws that have been enacted or proposed in connection with increased scrutiny by states of healthcare transactions. Other long-standing transaction review requirements found in state licensure, not-for-profit, insurance and risk bearing organizations, certificate of need and hospital laws are not displayed here. In addition, other states have proposed similar legislation that failed to pass and/or is currently pending in the respective legislatures. This page is current as of October 20, 2025. For the latest information on emerging issues and new developments, please contact our team of Holland & Knight attorneys.

Nashville

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Doug Wolford

Nashville

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Morgan L. Ivey

Chicago

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John C. Saran

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Requirement: Pre-closing notice (number of days not specified) to the New Mexico Office of Superintendent of Insurance (OSI). The person that acquired control over the hospital or independent health care practice through an approved or conditionally approved transaction shall submit reports annually for three years after approval or conditional approval. Applicable to: (i) Acquisitions or mergers of New Mexico hospitals, (ii) contracting affiliations between a New Mexico hospital and an MSO or health insurer, resulting in a change of control of the hospital, or (iii) an acquisition of one or more independent health care practices by a health care provider organization that is owned or affiliated with a health insurer. Control includes the power to direct or cause direction of the management and policies of hospital via contract. Parties may request a pre-notice conference with the OSI to determine whether a proposed transaction will be subject to the law. Private Equity Focus?: No, but certain private equity transactions involving a change in control of a New Mexico hospital could be captured. MSO & DSO Applicability: MSOs: Yes, but limited to certain transactions involving hospitals and insurers. DSOs: Yes, but limited to certain transactions involving insurers. Estimated Review Period: 120 days. Citations: N.M. Code Ann. 24A–9–1 et seq. Forms: Accessible here. Submit to OSI.Consolidation@state.nm.us. Filed Transactions: Not published.

New Mexico

Requirement: All management agreements involving dental practices/licensed dentists and DSOs must be reviewed by the North Carolina State Board of Dental Examiners (Board). The review requirement is triggered by new, renewed, amended, or transferred arrangements, as well as changes in parties or practice locations. Such review will include related transactions involving dental practices, but may exclude transactions solely involving a change of ownership of a DSO based on a number of factors. The Board has adopted a number of unpublished requirements that require additional consideration for DSOs seeking entry into the state. Applicable to: Licensed dentists, dental practices and DSOs operating in North Carolina. Private Equity Focus?: No specific focus, but private equity-backed DSOs and affiliated dental practices must comply with the requirements. MSO & DSO Applicability: MSOs: No, for MSOs supporting medical practices. DSOs: Yes. Estimated Review Period: At least 45 days from the date of submission; however, the time frame can be extended based on the Board’s review. Citations: 21 N.C. Admin. Code 16X .0101 Forms: Accessible here.

North Carolina

Requirement: 1-year moratorium on the ownership or operation of a hospital in Maine by private equity companies or real estate investment trusts (REITs) that ends on June 15, 2026. This moratorium does not apply to transactions for which a CON application had been filed on or before June 1, 2025. Applicable to: Transactions involving hospitals in Maine and private equity companies or REITs. Private Equity Focus?: Yes, in addition to REITs. MSO & DSO Applicability: MSOs: Potentially for PE-backed MSOs supporting hospitals in Maine. DSOs: No. Citations: TBD

Maine

Requirement: 30 days' pre-closing notice to New York Department of Health. Applicable to: A single transaction or series of transactions (during rolling 12-month period) that will result in a healthcare entity increasing its total gross in-state revenue by $25 million or more. Private Equity Focus?: None stated, but the legislative history suggests a focus on private equity transactions involving physician practices that historically were not reviewed by New York state agencies. MSO & DSO Applicability: MSOs: Yes, the definition of healthcare entity includes MSOs. DSOs: Unclear, recent FAQs now consider “dental practices” to be “health care entities.” Estimated Review Period: 30 days. Citations: N.Y. Pub. Health Law § 4550 et seq Forms: No specific form; statute sets forth notice requirements. Email notice to MaterialTransactionDisclosure@health.ny.gov. Filed Transactions: Accessible here.

New York

Requirement: File a copy of a HSR filing made for a transaction contemporaneously with the Colorado Attorney General. Applicable to: Transactions involving a person that has its principal place of business in Colorado or a person that had net annual sales of goods or services involved in the transaction of at least 20 percent of the filing threshold. Private Equity Focus?: None stated. MSO & DSO Applicability: Potentially. Estimated Review Period: N/A Citations: C.R.S. § 6-4.5-103 Forms: N/A Filed Transactions: No – there are substantial confidentiality provisions.

Colorado

New York

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Nili Yolin