Flurry of State Legislation Seeks to Expand the U.S. Healthcare Transaction Review Law Footprint

States continue to introduce legislation that would implement and expand the scope of state healthcare transaction review laws. As discussed in a prior Update, healthcare transaction review laws differ from the typical change of control processes, and requirements differ significantly among states. These laws have become an increasingly more popular tool for states seeking to regulate healthcare markets and investment activity, particularly in light of recent bankruptcies involving large, private-equity-owned health systems. 

Massachusetts and New Mexico have already enacted healthcare transaction review laws in 2025. Massachusetts’ H 5159 expanded the state’s oversight of private equity and real estate investment trust (REIT) investments in healthcare and changed the scope of the state healthcare transaction review law notice requirements to capture additional transaction types and entities (discussed here in further detail). New Mexico enacted HB 586, which, effective July 1, 2025, will expand the state’s hospital review process to include certain healthcare provider organizations owned by or affiliated with health insurers. For more information regarding enacted state healthcare transaction review laws, see our tracker and heat map here.

There are at least 16 bills under consideration by state legislatures that would create or expand the scope of healthcare transaction review laws. The following provides a high-level overview each bill.

• California: AB 1415 would require private equity groups and hedge funds to submit a 90-day pre-closing notice for healthcare changes in ownership or control and revise the current healthcare transaction review law to add management services organizations to the definition of a “health care entity.”
• Colorado: SB 25-198 would have implemented a healthcare transaction review law with a purported 60-day pre-closing notice requirement. However, this bill failed on April 17, 2025 when it was postponed indefinitely by the state Senate Committee on Health and Human Services.
• Connecticut: HB 6873 would amend the scope of the state’s current healthcare transaction review law by extending the pre-closing notice requirement from 30 to 60 days and requiring notice for additional types of transactions. SB 1507 would prohibit private equity companies and REITs from having a direct or indirect ownership or control over a hospital or health system and would otherwise strengthen the state’s corporate practice of medicine law. SB 1480 would prohibit private equity and REIT ownership interests in nursing homes and hospitals.
• Illinois: SB 1998 would amend the current healthcare transaction review law to require attorney general approval before a transaction may close if any financing is provided by a private equity group or hedge fund.
• Indiana: HB 1666 would amend the current healthcare transaction review law to require attorney general approval, additional ownership information reporting, and healthcare market investigations at any time.
• Massachusetts: S 868 would amend the current healthcare transaction review law to allow the state to propose transaction modifications and refer proposed transactions to the attorney general. H 1355 would also amend the current healthcare transaction review law to require notice for the issuance of new ambulatory surgical center or clinic licenses and implement various changes to the cost and market impact review process, including allowing certain corrective actions post-closing. H 2478 would require certain healthcare entities to provide 180- or 90-day notice prior to a sale, relocation, or closure, depending on the entity type.
• Minnesota: SF 2939 / HF 2779 would require healthcare entities to report changes of ownership and control information at closing and on an annual basis. HF 2771 / SF 2972 would create a 120-day pre-closing notice and approval requirement for certain private equity investments in nursing homes and assisted living facilities.
• New York: S 3007A / A 3007A would amend the current healthcare transaction review law to extend the pre-closing notice requirement from 30 to 60 days, require additional information with the notice submission, allow the state to conduct a cost and market impact review, and require data submission for five years post-closing.
• Texas: HB 2747 would implement a healthcare transaction review law with a 90-day pre-closing notice for certain transactions involving healthcare facilities, provider organizations, pharmacy benefit managers, and health carriers. SB 1595 would create an ownership reporting requirement for material change transactions at closing and on an annual basis.
• Wisconsin: AB 50 would implement a healthcare transaction review law with a 180-day pre-closing notice and approval requirement for material change transactions involving a healthcare entity.

This flurry of state legislative activity is the latest in a several-years’-long effort to increase state oversight over healthcare transactions. If you are interested in participating in the legislative process or have questions about the potential implications of these measures, please contact the Sidley lawyer with whom you usually work or one of our team members listed below.