An Act to Implement Certain Recommendations Related to the
Maine Legislature, Session 132, LD 2201
Committee: Health Coverage, Insurance and Financial Services
Amends: 22 MRSA §8710-A

Legislative Document
No. 2201
H.P. 1480
House of Representatives, February 10, 2026
An Act to Implement Certain Recommendations Related to the 
Regulatory Review and Approval of Certain Health Care 
Transactions Involving Private Equity Companies, Hedge Funds or 
Management Services Organizations from the Commission to 
Evaluate the Scope of Regulatory Review and Oversight over Health 
Care Transactions That Impact the Delivery of Health Care 
Services in the State
Reported by Representative MATHIESON of Kittery for the Joint Standing Committee on 
Health Coverage, Insurance and Financial Services pursuant to Resolve 2025, chapter 106, 
section 8.
Reference to the Committee on Health Coverage, Insurance and Financial Services 
suggested and ordered printed pursuant to Joint Rule 218.
ROBERT B. HUNT
Clerk
Be it enacted by the People of the State of Maine as follows:
Sec. 1.  22 MRSA c. 106 is enacted to read:
CHAPTER 106
REVIEW OF MATERIAL CHANGE TRANSACTIONS INVOLVING HEALTH 
CARE ENTITIES AND PRIVATE EQUITY COMPANIES, HEDGE FUNDS OR 
MANAGEMENT SERVICES ORGANIZATIONS
§371.  Definitions
As used in this chapter, unless the context otherwise indicates, the following terms 
have the following meanings. 
1.  Carrier.  "Carrier" has the same meaning as in Title 24-A, section 4301-A, 
subsection 3. 
2.  Health care entity.  "Health care entity" means a health care provider, a health care 
facility or a provider organization.  "Health care entity" does not include a nursing facility 
as defined by section 328, subsection 18. 
3.  Health care facility.  "Health care facility" means a licensed institution providing 
health care services or a health care setting, including, but not limited to, hospitals and 
other licensed inpatient facilities; health systems consisting of one or more health care 
entities that are jointly owned or managed; ambulatory surgical or treatment centers; 
residential treatment centers; diagnostic, laboratory and imaging centers; freestanding 
emergency facilities; outpatient clinics; and rehabilitation and other therapeutic health 
settings. 
4.  Health care provider.  "Health care provider" means a person, corporation, 
partnership, governmental unit, state institution, medical practice or other entity qualified 
or licensed under state law to perform or provide health care services to persons in the 
State. 
5.  Health care services.  "Health care services" means services and payments for the 
care, prevention, diagnosis, treatment, cure or relief of a medical, dental or behavioral 
health condition, illness, injury or disease, including, but not limited to: 
A.  Inpatient, outpatient, habilitative, rehabilitative, dental, palliative, therapeutic, 
supportive, home health or behavioral services provided by a health care entity; 
B.  Pharmacy services, either retail or specialty, and any drugs, medical devices or 
medical supplies; 
C.  Performance of functions to refer, arrange or coordinate care; 
D.  The use of equipment such as durable medical equipment, diagnostic equipment, 
surgical devices or infusion equipment; or 
E.  Technology associated with the provision of services or equipment in paragraphs A 
to D, such as telehealth, electronic health records, software, claims processing or 
utilization systems. 
6.  Management services organization.  "Management services organization" means 
any organization or entity that contracts with a health care provider or provider organization 
to perform management or administrative services relating to, supporting or facilitating the 
provision of health care services. 
7.  Material change transaction.  "Material change transaction" means the acquisition 
of a majority interest or operational control of a health care entity within the State occurring 
during a single transaction or in a series of related transactions by a private equity company, 
hedge fund or management services organization. 
8.  Medical practice.  "Medical practice" means a corporate entity or partnership 
organized for the purpose of practicing medicine and permitted to practice medicine in the 
State, including, but not limited to, partnerships, professional corporations, limited liability 
companies and limited liability partnerships. 
9.  Operational control.  "Operational control" means the power to: 
A.  Influence or direct the actions or policies of any part of a health care entity; or 
B.  Choose, appoint or terminate a member of a board, manager, managing member, 
senior employee, consultant or other individual or entity that participates in the 
operational oversight of a health care entity. 
10.  Private equity company.  "Private equity company" means an entity whether or 
not publicly traded that collects capital investments from individuals or entities.
11.  Provider organization.  "Provider organization" means any corporation, 
partnership, business trust, association or organized group of persons that is in the business 
of health care delivery or management, whether incorporated or not, that represents one or 
more health care providers in contracting with carriers for the payment of health care 
services.  "Provider organization" includes, but is not limited to, physician organizations, 
physician-hospital organizations, independent practice associations, health care provider 
networks, accountable care organizations and management services organizations and any 
other organization that contracts with carriers for payment for health care services. 
§372.  Review of proposed material change transactions
1.  Notice.  This subsection governs notice regarding material change transactions. 
A.  A health care entity shall, before completing any material change transaction, file 
written notice, as provided in paragraph B, with the department not fewer than 180 
days before the date of the proposed material change transaction. 
B.  The notice of the proposed material change transaction must include: 
(1) A list of the parties, the terms of the proposed transaction and copies of all 
transaction agreements between any of the parties; 
(2) A statement describing the goals of the proposed transaction and whether and 
how the proposed transaction affects health care services in the State; 
(3) The geographic service area of any hospital affected by the proposed 
transaction; 
(4) A description of the groups or individuals likely to be affected by the 
transaction; and
(5) A summary of the health care services currently provided by any of the parties 
and any health care services that will be added, reduced or eliminated, including 
an explanation of why any services will be reduced or eliminated in the service 
area in which they are currently provided.
C.  All the information provided by the submitter as part of the notice under this 
subsection must be treated as a public record unless the submitter designates documents 
or information as confidential when submitting the notice and the department concurs 
with the designation in accordance with a process specified by rule.  Information that 
is otherwise publicly available, or that has not been confidentially maintained by the 
source, must be considered public information.  The department shall maintain the 
confidentiality of all confidential information that is obtained under this chapter in 
relation to a material change transaction, except that the department may exchange 
confidential information with the Office of Affordable Health Care, established under 
Title 5, section 3122, subsection 1, necessary for the office to exercise its authority 
under this chapter and may disclose any information to an expert or consultant under 
contract with the department as long as the expert or consultant is bound by the same 
confidentiality requirements as the department.  The confidential information and 
documents are not public records and are exempt from the provisions of Title 1, chapter 
13, subchapter 1. 
D.  Within 10 days of receiving written notice of a material change transaction, the 
department shall post on its publicly accessible website information about the material 
change transaction, including: 
(1) A summary of the proposed transaction, including the identities of the parties 
to the transaction; 
(2) An explanation of the groups or individuals likely to be affected by the 
transaction; 
(3) Information about services currently provided by the health care entity, 
commitments made by the health care entity to continue such services and any 
services to be reduced or eliminated; 
(4) Details about any public hearings and how to submit comments; and 
(5) Any other information from the notice and other materials submitted by the 
health care entity that the department determines would be in the public interest, 
except for materials designated confidential under paragraph C. 
E.  For purposes of calculating time periods pursuant to this subsection, notice is 
considered received on the first business day after the department determines that 
notice is complete. 
2.  Preliminary review.  This subsection governs preliminary reviews of material 
change transactions. 
A.  Within 60 days after receiving a notice described in subsection 1, the department, 
in consultation with the Office of Affordable Health Care, shall: 
(1) Approve the material change transaction and notify the health care entity in 
writing that a comprehensive review is not required for the material change 
transaction; 
(2) Approve the material change transaction subject to conditions set by the 
department and notify the health care entity in writing of the conditions under 
which the material change transaction may be completed; or 
(3) Notify the health care entity in writing that the transaction is subject to a 
comprehensive review.  The department may request additional information 
necessary to perform a comprehensive review under subsection 3. 
B.  A comprehensive review under subsection 3 is required when any of the following 
applies to the material change transaction: 
(1) The material change transaction will result in the transfer of assets valued over 
$100,000,000; 
(2) The material change transaction will lessen competition, including through the 
effects of vertical or cross-market transactions among different product or 
geographic markets; and 
(3) The department, at its sole discretion, determines that the material change 
transaction is likely to have a material impact on the cost, quality or equity of or 
access to health care services in any region in the State. 
C.  This section does not limit or infringe upon the existing authority of any state 
agency, including the department, the Department of Professional and Financial 
Regulation and the Department of the Attorney General, to review any transactions. 
3.  Comprehensive review process.  This subsection governs the comprehensive 
review process for material change transactions. 
A.  No later than 90 days after determining a material change transaction is subject to 
a comprehensive review pursuant to subsection 2, paragraph B, the department shall 
conduct one or more public hearings or public meetings, one of which must be in the 
county in which the health care entity is located, to hear comments from interested 
parties. 
B.  At the department's request, the Office of Affordable Health Care shall review the 
material change transaction's cost and market impact.  The review may examine factors 
relating to the proposed transaction and the transacting parties and their relative market 
positions, including, but not limited to: 
(1) The quality of the services provided by any health care provider party to the 
transaction, including patient experience; 
(2) Consumer concerns, including, but not limited to, complaints or other 
allegations that the health care provider or provider organization has engaged in 
any unfair method of competition or any unfair or deceptive act or practice; 
(3) The role of the transacting parties in serving at-risk, underserved and 
government payer patient populations; 
(4) The prices charged by either of the transacting parties for health care services, 
including their relative prices compared to others' prices for the same health care 
services in the same geographic area; 
(5) The cost and cost trends of the health care entity in comparison to total health 
care expenditures statewide; 
(6) The impact of the transaction on the clinical workforce, including wages, 
working conditions, staffing levels, supply, patient access and continuity of 
patient-care relationships; 
(7) The impact of a real estate sale or lease agreement on the financial condition of 
the health care entity and its ability to maintain patient care operations; 
(8) The market share of any transacting party and the likely effects of the 
transaction on competition; 
(9) Any previous transaction involving either transacting party, including, but not 
limited to, acquisitions or mergers of similar health care providers, whether or not 
in the same state; 
(10) The availability and accessibility of health care services similar to those 
provided, or proposed to be provided, through the health care provider or provider 
organization within its primary service areas and dispersed service areas; 
(11) The impact of the material change transaction on competing options for the 
delivery of health care services within the health care provider's or provider 
organization's primary service areas and dispersed service areas; 
(12) The role of the transacting parties in providing low-margin or negative-margin 
services within their respective primary service areas and dispersed service areas; 
(13) The parties' compliance with prior conditions and legal requirements related 
to competitive conduct, including without limitation compliance with reporting 
requirements regarding health care entity ownership and control under section 
8710-A and compliance with the laws and regulations of other states in which the 
parties operate; and
(14) Any other factors that the Office of Affordable Health Care determines to be 
in the public interest. 
C.  The department and the Office of Affordable Health Care may request additional 
information or documents from the transacting parties necessary to conduct the review 
of the material change transaction's cost and market impact.  Failure to respond or 
insufficient responses to requests for information by transacting parties may result in 
the extension of the deadline for the office to complete the review or the imposition of 
conditions for approval or the disapproval of the material change transaction under 
subsection 4. 
D.  The department and the Office of Affordable Health Care shall keep confidential 
all nonpublic information and documents obtained under this section and may not 
disclose the confidential information or documents to any person without the consent 
of the party that produced the confidential information or documents, except that the 
department and the office may disclose any information to an expert or consultant 
under contract with the State to review the proposed material change transaction as 
long as the expert or consultant is bound by the same confidentiality requirements as 
the department and the office.  The confidential information and documents and work 
product of the Office of Affordable Health Care are not public records and are exempt 
from Title 1, chapter 13, subchapter 1. 
E.  The department or the Office of Affordable Health Care may, in its sole discretion: 
(1) Contract with, consult and receive advice from any state agency, including 
other offices of the department, the Department of Professional and Financial 
Regulation, the Maine Health Data Organization established in section 8703, the 
Maine Quality Forum established in Title 24-A, section 6951 or any other state 
agency, on those terms and conditions that the department or the office considers 
appropriate; and
(2) Contract with experts or consultants to assist in reviewing the proposed material 
change transaction. 
Notwithstanding Title 5, chapter 155 or any other provision of law to the contrary, 
agreements and contracts entered into pursuant to this chapter are not subject to the 
competitive bid requirements of the Chief Procurement Officer. 
F.  Not more than 150 days after receiving the request under paragraph B, the Office 
of Affordable Health Care shall produce a report on its review of the material change 
transaction's cost and market impact report containing the findings and conclusions of 
the review as long as the health care entity has complied with the requests for 
information or documents pursuant to this section within 21 days of the request or by 
a later date set by mutual agreement of the health care entity and the office.  The report 
must be posted publicly and may not disclose confidential information. 
G.  The department may charge costs to the transacting parties for all actual, reasonable 
and direct costs incurred in reviewing, evaluating and making the determination 
referred to in this section, including, without limitation, administrative costs, costs 
incurred by the Office of Affordable Health Care and costs of contracted experts or 
consultants. 
4.  Approval authority.  This subsection governs the department's approval authority. 
A.  The department may approve, conditionally approve or disapprove of any material 
change transaction for which the department receives notice under subsection 1.  Any 
conditions imposed pursuant to this section must specify a time period for compliance, 
an expiration date or that the condition applies indefinitely. 
B.  The department shall inform the health care entity of the determination under 
paragraph A within 60 days of notice under subsection 1 or, in the case of 
comprehensive review, within 60 days of the department's receiving the report of the 
completed review of the material change transaction's cost and market impact from the 
Office of Affordable Health Care.  A proposed material change transaction may not be 
completed before the department has informed the health care entity of the 
determination. 
C.  In making the determination pursuant to paragraph A, the department may consider 
any factors that the department considers relevant, including, but not limited to, the 
likely impact, as described in the cost and market impact review report when 
applicable, of the material change transaction on: 
(1) Health care costs, prices and affordability; 
(2) The availability or accessibility of health care services to the affected 
individuals and groups; 
(3) The potential effects of the transaction on health outcomes, quality, access, 
equity or workforce for residents of this State or the potential loss or change in 
access to essential health care services; 
(4) Health care provider cost trends and containment of total state health care 
spending; 
(5) Access to health care services in medically underserved areas; 
(6) Rectifying historical problems and contemporary factors contributing to a lack 
of health equity or access to health care services; 
(7) The functioning and competitiveness of the markets for health care and health 
insurance; 
(8) Whether the transaction is contrary to or violates any applicable law, including, 
without limitation, state antitrust laws, laws restricting the corporate practice of 
medicine and consumer protection laws; 
(9) Whether the benefits of the transaction are likely to outweigh the 
anticompetitive effects from the transaction; and
(10) Whether the transaction is in the public interest. 
D.  This subsection does not limit or alter any authority of the Attorney General or any 
state agency to enforce any other law, including state or federal antitrust law, or to 
review nonprofit transactions.
5.  Post-transaction oversight.  This subsection governs post-transaction oversight. 
A.  This paragraph governs enforcement by the Attorney General. 
(1) The Attorney General may subpoena any records necessary to enforce any 
provision of this chapter or to investigate suspected violations of any provision of 
this chapter or any condition imposed by conditional approval pursuant to 
subsection 4. 
(2) The Attorney General may enforce any requirement of this chapter and any 
conditions imposed by a conditional approval pursuant to subsection 4 to the fullest 
extent provided by law, including damages.  In addition to any legal remedies the 
Attorney General may have, the Attorney General is entitled to specific 
performance, injunctive relief and other equitable remedies a court considers 
appropriate for any violation or imminent violation of any requirement of this 
chapter or breach of any of the conditions and is entitled to recover attorney's fees 
and costs incurred in remedying each violation. 
(3) This subsection does not narrow, abrogate or otherwise alter the authority of 
the Attorney General to prosecute violations of antitrust or consumer protection 
requirements. 
B.  This paragraph governs enforcement by the department. 
(1) The department may audit the books, documents, records and data of any entity 
that is subject to a conditional approval under subsection 4 to monitor compliance 
with the conditions. 
(2) Any entity that violates any provision of this chapter, any rules adopted 
pursuant to this chapter or any condition imposed pursuant to a conditional 
approval under subsection 4 is subject to an administrative penalty of $10,000 per 
day in violation of this chapter.  The department may hold these funds in a special 
revenue account that may be used only to support material change transaction 
reviews, such as for hiring expert analysts on a short-term consulting basis. 
(3) The department may refer any entity to the Attorney General to review for 
enforcement of any noncompliance with this chapter and any conditions imposed 
by conditional approval pursuant to subsection 4. 
(4) In order to effectively monitor ongoing compliance with the terms and 
conditions of any material change transaction subject to prior notice, approval or 
conditional approval under this chapter, the department may, in its sole discretion, 
conduct a review or audit and may contract with experts and consultants to assist 
in this regard. 
(5) One year, 2 years and 5 years following the completion of the material change 
transaction approved or conditionally approved by the department after a 
comprehensive review under subsection 3, and at future intervals determined at the 
discretion of the department, the health care entity or the person, corporation or 
partnership or any other entity that acquired direct or indirect control over the 
health care entity shall submit reports to the department that: 
(a) Demonstrate compliance with conditions placed on the transaction, if any; 
(b) Analyze cost trends and cost growth trends of the parties to the transactions; 
and
(c) Analyze any changes or effects of the transaction on patient access, 
availability of services, workforce, quality or equity. 
C.  The department may charge costs to the transacting parties for all actual, reasonable 
and direct costs incurred in monitoring ongoing compliance with the terms and 
conditions of the material change transaction, including contractor and administrative 
costs. 
6.  Assessment.  The department shall adopt rules setting minimum and maximum 
filing fees under this chapter.  Initial fees may not be less than $1,000 nor more than $5,000.  
In addition to rules regarding filing fees, the department shall adopt rules to establish 
reasonable and necessary fees to carry out the provisions of this chapter.  The department 
shall also assess an annual fee equal to one five-thousandth of 1% of all premiums earned 
in the prior year on all health insurers and health maintenance organizations operating in 
the State and all insurers writing employee benefit excess insurance as described in Title 
24-A, section 707, subsection 1, paragraph C-1 in the State.  The department may, at its 
sole discretion, waive this assessment for carriers with less than $25,000,000 in annual 
earned premium.  When filing written notice pursuant to subsection 1, paragraph A, the 
health care entity shall pay a nonrefundable filing fee pursuant to this subsection.  All fees 
received by the department under this subsection must be placed in a separate, nonlapsing 
account to be used in accordance with this chapter.  The department shall hold these funds 
in a special revenue account that may be used only to support staff positions and other 
expenses necessary to administer this section.  
§373.  Rulemaking
The department may, after notice and hearing pursuant to Title 5, chapter 375, 
subchapter 2, adopt rules to carry out this chapter.  Rules adopted pursuant to this section 
are routine technical rules pursuant to Title 5, chapter 375, subchapter 2-A.
Sec. 2.  22 MRSA §8710-A is enacted to read:
§8710-A.  Ownership and control of health care entities
1.  Definitions.  For the purposes of this section, unless the context otherwise indicates, 
all terms have the same meanings as in section 371 and "affiliate" means: 
A.  A person, entity or organization that directly, indirectly or through one or more 
intermediaries controls, is controlled by or is under common control or ownership with 
another person, entity or organization; 
B.  A person whose business is operated under a lease, management or operating 
agreement by another entity or a person substantially all of whose property is operated 
under a management or operating agreement with that other entity; 
C.  An entity that operates the business or substantially all the property of another entity 
under a lease, management or operating agreement; or 
D.  Any out-of-state operations and corporate affiliates of an affiliate as defined in 
paragraph A, B or C, including significant equity investors, real estate investment trusts 
and management services organizations. 
2.  Reporting of ownership and control of health care entities.  A health care entity 
shall report to the organization on an annual basis and upon the completion of a material 
change transaction involving the health care entity in a form and manner required by the 
organization the following information: 
A.  The legal name of the health care entity; 
B.  The business address of the health care entity; 
C.  Locations of operations of the health care entity; 
D.  The business identification numbers of the health care entity, as applicable, 
including: 
(1) Taxpayer identification number; 
(2) National provider identifier; 
(3) Employer identification number; and
(4) United States Department of Health and Human Services, Centers for Medicare 
and Medicaid Services certification number; 
E.  The name and contact information of a representative of the health care entity; 
F.  The name, business address, business identification numbers listed in paragraph D 
and federal tax classification for each person or entity that, with respect to the relevant 
health care entity: 
(1) Has an ownership or investment interest; 
(2) Has a controlling interest; 
(3) Is a management services organization; or
(4) Is a significant equity investor; 
G.  A current organizational chart showing the business structure of the health care 
entity, including: 
(1) Any entity listed in paragraph F; 
(2) Affiliates, including entities that control or are under common control with the 
health care entity; and 
(3) Subsidiaries; 
H.  For a health care entity that is a health care provider or a health care facility: 
(1) The affiliated health care providers identified by name, license type, specialty, 
national provider identifier and other applicable identification number described in 
paragraph D; the address of the principal practice location; and whether the 
affiliated health care provider is employed or contracted by the health care entity; 
and 
(2) The name and address of affiliated health care facilities by license number, 
license type and capacity in each major service area; 
I.  The names, national provider identifiers, if applicable, and compensation of the 
members of the governing board or board of directors or similar governance body for 
the health care entity; any entity that is owned or controlled by, affiliated with or under 
common control with the health care entity; and any entity described in paragraph F; 
and
J.  Payor mix information for the reporting year by: 
(1) The number of services provided and percent of total services provided by 
payor category; and 
(2) The percent of total patient service revenue by payor category. 
3.  Exceptions.  The following health care entities are exempt from the reporting 
requirements under subsection 2: 
A.  A health care entity that is an independent provider organization, without any 
ownership or control entities, consisting of 5 or fewer physicians, except that if such a 
health care entity experiences a material change transaction under chapter 106, the 
health care entity is subject to reporting pursuant to chapter 106; and 
B.  A health care provider or provider organization that is owned or controlled by 
another health care entity, if the health care provider or provider organization is shown 
in the organizational chart submitted under subsection 2, paragraph G and the 
controlling health care entity reports all the information required under subsection 2 on 
behalf of the controlled or owned entity, except that health care facilities are not subject 
to this exception. 
4.  Sharing of ownership information to improve transparency.  This subsection 
governs the sharing of ownership information to improve transparency. 
A.  Information provided under this subsection is public information and may not be 
considered confidential, proprietary or a trade secret, except that any individual health 
care provider's taxpayer identification number that is also their social security number 
is confidential. 
B.  Not later than July 1, 2028 and annually thereafter, the organization shall post on a 
publicly accessible website a report with respect to the previous one-year period, 
including: 
(1) The number of health care entities reporting for that previous one-year period, 
disaggregated by the business structure of each specified health care entity; 
(2) The name, address and business structure of any entity with an ownership or 
controlling interest in a health care entity; 
(3) Any change in ownership or control for each health care entity; 
(4) Any change in the tax identification number of a health care entity; and 
(5) As applicable, the name, address, tax identification number and business 
structure of affiliates that are under common control with, subsidiaries of or 
management services organizations of the health care entity, including the business 
type and the tax identification number of each. 
C.  The organization may share information reported under this section with the Office 
of Affordable Health Care, the Attorney General, other state agencies and other state 
officials to reduce or avoid duplication in reporting requirements or to facilitate 
oversight or enforcement pursuant to the laws of the State, except that any tax 
identification numbers that are individual social security numbers may be shared only 
with other state agencies or other state officials that agree to maintain the 
confidentiality of such information. 
Sec. 3.  Effective date.  This Act takes effect January 1, 2027.
SUMMARY
This bill is reported out by the Joint Standing Committee on Health Coverage, 
Insurance and Financial Services pursuant to Resolve 2025, chapter 106 to implement a 
recommendation from the Commission to Evaluate the Scope of Regulatory Review and 
Oversight over Health Care Transactions That Impact the Delivery of Health Care Services 
in the State.  The joint standing committee has not taken a position on the substance of this 
bill. By reporting this bill out, the joint standing committee is not suggesting and does not 
intend to suggest that it agrees or disagrees with any aspect of this bill; instead, the joint 
standing committee is reporting the bill out for the sole purpose of having a bill printed that 
can be referred to a joint standing committee for an appropriate public hearing and 
subsequent processing in the normal course.  The joint standing committee is taking this 
action to ensure clarity and transparency in the legislative review of the proposals contained 
in the bill.
This bill establishes a process for review and approval of transactions when a private 
equity company, hedge fund or management services organization acquires a majority 
ownership interest in a health care entity or when a private equity company, hedge fund or 
management services organization takes operational control over a health care entity.