Press Release: 3/5/2026

Massachusetts Expands Health Care Oversight: Key Takeaways from the Health Policy Commission’s Proposed Regulations

 



March 4, 2026



 



9 minute read



 



On February 5, 2026, the Massachusetts Health Policy Commission (HPC) proposed amendments to its existing regulations (the “Proposed Regulations”) at 958 CMR 6.00 (Registration of Provider Organizations) and 958 CMR 7.00 (Notices of Material Change and Cost and Market Impact Reviews).



In addition, the HPC adopted, on an emergency basis, revisions to its existing regulations at 958 CMR 9.00 (Assessment on Certain Health Care Providers and Pharmacy Benefit Managers), making those regulations effective for three months during the public hearing and comment period outlined below.



What You Need to Know




  • Stronger Oversight of Health Care Transactions: The HPC is expanding its authority to review health care transactions, with new rules that will require more detailed filings, tougher approval conditions, and longer review timelines.

  • New Reporting and Filing Requirements: Health care providers and investors will face stricter reporting obligations, including expanded definitions of key terms such as "control" and "significant equity investor," as well as new thresholds for filing Material Change Notices (MCNs).

  • Increased Post-Transaction Scrutiny: Organizations will need to comply with additional reporting requirements for up to five years after transactions are completed, creating new compliance challenges and potential overlaps with other regulatory obligations.



The Proposed Regulations implement the HPC’s significantly expanded oversight authority granted under Chapter 343 of the Acts of 2024, An Act Enhancing the Market Review Process (“Chapter 343”). The Proposed Regulations reflect a milestone in the Commonwealth’s movement toward more rigorous regulatory scrutiny of private investment in health care. The Massachusetts Determination of Need (DoN) program is also in transition, with regulations due for revision.



These changes will have a material effect on project timelines and transaction execution for health systems and other public and private sector organizations across the Commonwealth. Organizations pursuing transactions should plan for longer, more intensive regulatory reviews, tougher approval conditions, and expanded post-approval reporting requirements. Investors, in turn, face a more challenging and expensive approval process that can delay transactions, slow growth, and prolong exits.



Key Regulatory Changes and Implications



Broadened Term Definitions



The Proposed Regulations introduce several new definitions, some drawn directly from Chapter 343—such as “Significant Equity Investor” and “Private Equity Company”—and others that establish or expand upon concepts not expressly defined by statute, such as “control.” This term, as defined in the Proposed Regulations, is extremely broad.  Control is deemed to exist if a person or entity directly or indirectly owns, has rights over, or has the right to vote 10 percent or more of the voting securities of an entity.



Also significant, the definition of “Health Care Services” is expanded to include pharmacy services, a change that will bring certain entities and transactions within the MCN framework for the first time.



Expanded Notice of Material Change Requirements



The Proposed Regulations amend 958 CMR 7.00 to broaden the types of transactions that require filing an MCN with the HPC. In many respects, the proposed changes formalize positions that the HPC previously articulated through guidance and FAQs, including with respect to clinical affiliations and transactions involving private equity investors.



Under the Proposed Regulations, an MCN may be required for transactions involving providers or provider organizations that meet the MCN filing threshold, including, among others:




  • transactions with private equity companies or other significant equity investors that result in a change of ownership or control of a provider, provider organization, or management services organization (MSO);

  • affiliations with provider organizations or MSOs that support payer contracting;

  • affiliations with out-of-state entities that will assume responsibility for payer contracting;

  • expansions in the capacity of the provider or provider organization that require an Application for Substantial Capital Expenditure under the DoN program;

  • acquisitions or sales of assets of providers or provider organizations, including real estate where health care services are delivered; and

  • conversions of nonprofit providers or provider organizations into for-profit entities.



The Proposed Regulations set the initial MCN filing threshold at $25 million, although this amount is subject to annual adjustment by the HPC based on current health care inflation. The Proposed Regulations similarly set the revenue increase threshold (which applies to certain triggering events in the definition of “material change”) at $10 million, also subject to annual adjustment. While the concept of these financial thresholds is not new, their automatic inflation indexing and the expanded application of the $10 million revenue increase threshold are.



Several additional aspects of the Proposed Regulations merit attention. First, an MCN filing would be required for increases in capacity that would result in an increase to net patient service revenue exceeding the revenue increase threshold, even if the transaction does not constitute a "substantial capital expenditure" under the DoN program. Second, the Proposed Regulations provide that an MCN will not be deemed complete if the filing entity has not complied with applicable Registered Provider Organization requirements, which could introduce additional delay or complications. Third, the regulations include new language authorizing referral to the Attorney General for failure to file a required MCN, underscoring the enhanced enforcement posture reflected in the amendments.



Further, the Proposed Regulations formalize the HPC’s authority to require expanded disclosures for transactions involving significant equity investors, including disclosure of audited financial statements and information about capital structure, general financial condition, and ownership and management structure.



The Proposed Regulations expand the factors the HPC may consider when conducting a Cost and Market Impact Review. New factors include the size and market share of any corporate affiliates or significant equity investors of the provider or provider organization, the inventory of health care resources maintained by the Department of Public Health, and related data or reports from the Office of Health Resource Planning. These additions give the HPC a wider lens through which to evaluate the competitive and cost implications of a proposed transaction.



Finally, the Proposed Regulations expand the HPC’s post-transaction review authority, allowing it to require submission of additional data for five years following the completion of a material change and resulting in burdensome additional reporting and compliance obligations. This is particularly significant, given that five-year reporting of data to the Department of Public Health is often required as a condition of obtaining a DoN, creating potentially overlapping post-approval reporting obligations.



Expanded Reporting Requirements for Registered Provider Organizations



The Proposed Regulations aim to update 958 CMR 6.00 regarding the registration of provider organizations, reflecting Chapter 343’s focus on enhanced oversight of private investment in health care. Specifically, the Proposed Regulations:




  • incorporate definitions from Chapter 343 related to significant equity investors, including private equity;

  • implement expanded annual reporting requirements for Registered Provider Organizations with private investments; and

  • formalize the expanded authority of both the HPC and the Massachusetts Center for Health Information and Analysis (CHIA) to require more detailed and frequent reporting on significant equity investors, health care real estate investment trusts (REITs), and MSOs.



For some regulated entities, the most significant change may be the HPC’s new requirement that provider organizations must register at the level of the “uppermost corporate parent,” a new term defined as any entity whose primary business purpose is health care delivery, management, ownership, or investment and which is not owned or controlled (in any respect) by any other entity. Previously, the regulatory language required reporting at the level of the highest provider organization, a much narrower requirement. If retained in the final regulations, this change could have significant consequences for providers and provider organizations with for-profit investments or atypical structures, potentially requiring registration of entities that previously didn’t need to register and increasing administrative burden, which in turn will likely require production of information from investors in entities previously outside of the scope of registration.



Additional Changes



Other key changes include the following:




  • The payor revenue measurement has been expanded for purposes of calculating the $25 million net patient service revenue filing threshold. As highlighted by HPC commissioners during a recent board meeting, this could significantly expand the number of organizations required to register, particularly behavioral health providers.

  • The types of registrants have been expanded, meaning more entities beyond traditional providers and provider organizations—such as pharmacy services providers—may now be subject to registration requirements.

  • The HPC/CHIA joint registration program has been formalized, codifying an existing collaborative process and creating clearer expectations for how entities interact with both agencies.

  • Expanded care delivery location reporting requires Registered Provider Organizations to provide more detailed information about the physical locations where their providers deliver care.



Together, these changes represent a substantial expansion of both who must register and the level of detail required. Regulated entities should carefully review their corporate structures and compliance processes to ensure alignment with the Proposed Regulations.



Comment Period



A series of virtual public hearings on the Proposed Regulations will be held on Thursday, March 12, 2026.The public comment period will continue through Friday, March 20, 2026. Following the comment period, the HPC is expected to vote on adopting the final regulations at its April 16, 2026, board meeting. Health care providers, investors, and other stakeholders involved in health care transactions in Massachusetts should consider how the Proposed Regulations may affect their reporting obligations and transaction execution, and whether to submit comments. 



What Stakeholders Should Do Now




  • Review the Proposed Regulations: Carefully analyze the Proposed Regulations to understand how they may impact your organization’s reporting obligations, transaction timelines, and compliance requirements.

  • Assess Transaction Plans: Evaluate any ongoing or planned transactions to determine whether they meet the expanded MCN filing thresholds or other new regulatory requirements.

  • Prepare for Expanded Reporting: Ensure your organization is ready to comply with the updated registration and reporting requirements, including those related to significant equity investors, private equity, and health care REITs.

  • Engage Legal and Compliance Teams: Work with legal counsel and compliance professionals to address potential challenges, such as overlapping post-approval reporting obligations and the broader scope of Cost and Market Impact Reviews.

  • Participate in the Public Comment Process: Consider submitting comments during the public hearing and comment period to provide feedback on the Proposed Regulations and advocate for your organization’s interests.

  • Plan for Longer Review Timelines: Adjust transaction strategies to account for potentially lengthier and more intensive regulatory reviews, as well as expanded post-transaction reporting obligations.

  • Monitor Regulatory Developments: Stay informed about the HPC’s final vote on the regulations, scheduled for April 16, 2026, and any subsequent guidance or updates.



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For additional information about the issues discussed in this Insight, please contact the attorney(s) listed on this page or the Epstein Becker Green Health Care and Life Sciences attorney who regularly handles your legal matters.



Epstein Becker Green Staff Attorney Ann W. Parks contributed to the preparation of this Insight