State Healthcare Transaction Notification Laws

State-by-State Regulatory Review

Click each state for up-to-date information on current and pending requirements.^[1]

The U.S. healthcare space has grown dramatically in recent years, in large part based on the significant increase in private investment. This has not gone unnoticed, and U.S. healthcare transactions are now facing increasing scrutiny not just from federal regulators at the FTC and DOJ, but also from a number of state regulators who are now equipped with new powers to review and even block certain transactions.

Several state legislatures have enacted healthcare transaction notification laws based on a concern that consolidation in the healthcare sector is leading to higher prices and worsened quality and access^[2]. These state laws are intentionally broad and seem clearly intended to target healthcare transactions involving private equity firms. These state laws function as “mini-HSRs” which, like the federal Hart-Scott-Rodino (“HSR”) Act, require parties to provide information to regulators prior to closing to allow regulators to evaluate what effects the transaction will have. These state laws’ more narrow focus on local effects may mean, however, that some transactions which do not require an HSR filing will still require a state notification.

Today, parties face a patchwork of inconsistent regulatory regimes, with numerous additional laws in the works. Unlike HSR, which requires a single uniform filing, each state operates a distinct review process with varying requirements on which parties must file, what information must be provided, how much notice parties must give, and what authority a regulator has to modify or block a transaction. All parties considering healthcare transactions, including private equity firms, must pay careful attention to these evolving reporting requirements, as these state filings will lengthen post-signing to closing periods.

 

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^[1] Map current as of 6/13/2024. Note that this page may not include all regulatory developments.
^[2] Some states, including those with existing regimes, are considering enacting additional state healthcare transaction notification laws. An overview of these proposed laws is available here.

 

This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee a similar outcome.