Notices of Material Change and Cost and Market Impact Reviews: 958 CMR 7.00 (M.G.L. c. 6D, § 13)^[1]

Current Status: Effective since January 1, 2024.

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Key Takeaways

• Requires parties to provide notice to the Massachusetts Attorney General (“MA AG”), the Commission, and the Center for Health Information and Analysis for transactions involving certain health facilities and provider organizations group practices.
• The parties must provide notice 30 days prior to closing to the MA AG.
• The statute provides time for the MA AG to review transactions, but does not grant any additional powers to block or modify transaction beyond existing MA AG.

Covered Health Care Entities

Applies to persons and entities qualified to provide health care services in Massachusetts, which is broadly defined and includes supplies, care, and services of the following types:

• Medical;
• Behavioral health;
• Substance use disorder;
• Mental health;
• Surgical;
• Optometric;
• Dental;
• Podiatric;
• Chiropractic;
• Psychiatric;
• Therapeutic;
• Diagnostic;
• Preventative;
• Rehabilitative;
• Supportive; or
• Geriatric.

The regulations also apply to provider organizations, including:

• Physician organizations;
• Physician-hospital organizations;
• Independent practice associations;
• Provider networks;
• Accountable care organizations; or
• Any other organization that contracts with carriers for payment for health care services.

Covered Transactions

Parties must provide notice for a certain types of transactions, including:

• A merger or affiliation with, or acquisition of or by, a carrier;
• A merger with or acquisition of or by a hospital or hospital system;
• Any other acquisition, merger, or affiliation (such as a corporate affiliation, contracting affiliation, or employment of health care professionals) of, by, or with:
  • Another provider;
  • Providers (such as multiple health care professionals from the same provider or provider organization); or
  • Provider organization that would result in an increase in annual net patient service revenue of the provider or provider organization of ten million dollars or more, or in the provider or provider organization having a near majority of market share in a given service or region.
• Any clinical affiliation between two or more providers or provider organizations that each had annual net patient service revenue of $25 million or more in the preceding fiscal year; provided that this shall not include a clinical affiliation solely for the purpose of collaborating on clinical trials or graduate medical education programs; or
• Any formation of a partnership, joint venture, accountable care organization, parent corporation, management services organization, or other organization created for administering contracts with carriers or third-party administrators or current or future contracting on behalf of one or more providers or provider organizations.

Size-Related Thresholds

One of the providers or provider organizations must have had at least $25 million in annual revenue from payor reimbursements for patient care.

Notification Requirements

Parties must submit a limited set of information to the MA AG, the Commission, and the Center for Health Information and Analysis, including:

• Entity name, address, and contact information;
• Brief description of the entity, nature of the transaction, objectives of the transaction, and the anticipated impact of the transaction;
• Description of other anticipated transactions;
• Transaction agreements;
• Current organization chart;
• List of other filings and notifications related to the transaction; and
• Other documents relating to the purpose and impact of the transaction.

Timing

Parties must notify the attorney general at least 60 days before the closing of a covered transaction. The Commission must notify parties within 30 days of whether it is initiating a Cost and Market Impact Review (CMIR), which includes additional requests for information. Parties have 21 days to respond to these RFIs. The Commission must issue a final CMIR report within 185 days of the initial notification. Parties may only close the transaction after the Commission informs them it is not initiating a CMIR or 30 days after the final CMIR report is issued.

Confidentiality

All materials provided to the MA AG will be kept confidential.

Noncompliance Penalties

The Commission may refer parties failing to make a filing to the MA AG. The Commission also may refer a final CMIR report to the MA AG.

^[1] Massachusetts is considering enacting an additional state healthcare transaction notification law. An overview of this and other proposed laws is available here.

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