Healthcare Consolidation and Competition State Legislation Tracker

[statesListTag]

• COPA (Ala. Code § 22-4-60 et seq.): Alabama’s Rural Health Antitrust Immunity Act enables rural healthcare providers to engage in collaborative activities—including joint purchasing, shared services, coordinated staffing, shared technology and payor negotiations (but not joint negotiations with health benefit plans or health insurers)—subject to approval by the State Health Planning and Development Agency (SHPDA), with final approval by the governor. The agency may approve if it determines that the activities are reasonably necessary to further state policy and the benefits outweigh foreseeable anticompetitive effects. Approved arrangements receive immunity from both state and federal antitrust liability via the state action doctrine. Certificates last three years with three-year renewals, and the agency may revoke them at any time if benefits no longer outweigh anticompetitive effects.
• CON (Ala. Code § 22-21-260 et seq.): Alabama’s CON program, administered by the SHPDA, applies to a broad range of healthcare facilities, including hospitals, skilled nursing facilities, intermediate care facilities, rehabilitation centers, etc. (private physician and dentist offices are excluded). A CON is required for new construction, new facility establishment, capital expenditures above specified thresholds, changes in bed capacity and the introduction of new health services not previously offered on a regular basis. Notably, a change of ownership does not independently trigger CON review—a sale, lease or other transfer or change of control of an existing facility is not subject to review unless the transaction also involves implementing a new institutional health service. Applications must be filed not less than 90 days prior to the proposed capital expenditure or inauguration of a proposed service, and the SHPDA review period is 90 days from the date the application is deemed complete, with a possible 30-day extension. A certificate is required to operate or expand. Enforcement mechanisms include injunctive relief obtainable from the Circuit Court of Montgomery County, denial of licensure for facilities constructed or acquired in violation and ineligibility for reimbursement from state-administered programs.

• CON (Alaska Stat. § 18.07.021 et seq.): Alaska’s CON program, administered by the Department of Health, applies to hospitals, nursing homes, ambulatory surgical facilities, residential psychiatric treatment centers and other facilities required to be licensed under state law. A CON is required for new construction, alteration of bed capacity and addition of a category of health services when the associated expenditure exceeds specified thresholds. A change of ownership does not independently trigger CON review; the statute’s triggers are tied to construction, bed changes and service additions. Applications are reviewed within 60 days of the date deemed complete, with possible extensions. Enforcement includes injunctive relief obtainable by the commissioner, an adversely affected CON holder or any substantially affected member of the public.
• Collective negotiation (Alaska Stat. § 23.50.020 et seq.): Alaska allows competing physicians to collectively negotiate with health benefit plans through an authorized third party, subject to approval and supervision by the attorney general. The third party may not represent more than 30 percent of practicing physicians in the geographic service area, and contracts may not exceed five years. The attorney general approves if competitive benefits outweigh anticompetitive effects. No blanket antitrust immunity is granted, but conduct within the authorized scope is deemed lawful. The authorized third party must report to the attorney general before, during and after negotiations and submit all communications for approval.

• Healthcare transaction oversight (A.R.S. § 20-1070): Arizona requires statutory approval for mergers and acquisitions involving healthcare services organizations—defined as entities that operate one or more prepaid healthcare plans, such as HMOs. Approval is required to close. For acquisitions, the acquiring person must file at least 30 days before the effective date; for mergers, the plan of merger must be filed at least 60 days before the effective date.

• CON (Ark. Code § 20-8-101 et seq.): Arkansas requires any long-term care facility or hospital-based long-term care center seeking to add new beds, perform additional home health services or expand existing bed capacity to apply for a permit pursuant to the state’s CON requirements. The law applies to long-term care facilities (including nursing homes and residential care facilities) and home healthcare services agencies; hospitals are included only when seeking to add long-term care beds, convert acute beds to long-term care beds, or add or expand home health services. Private physician and surgeon offices, outpatient surgery or imaging centers, freestanding radiation therapy centers and federal facilities are expressly excluded. Permits are required for adding new beds, performing additional home health services, or expanding bed capacity; new construction of psychiatric residential treatment facilities and renovations exceeding $250,000 for such facilities also require prior approval. For nursing homes, alteration or renovation with a capital expenditure under $1 million that does not add bed capacity is exempt. A moratorium beginning July 1, 2005, prohibits new residential care facility construction or bed expansion applications, with an exception for psychiatric residential treatment facilities. Permits, legal title and right of ownership may be transferred with commission approval if the entity holding the permit has tangible assets of at least $2,500 that will be transferred. The agency must approve or deny applications within 90 days of the date deemed complete. The commission may authorize the agency to enjoin noncompliant projects in circuit court, and the agency may impose fines for late statistical reports.
• Nonprofit conversion review (Ark. Code § 4-33-1102): Under certain circumstances, Arkansas law requires nonprofit, public benefit or religious corporations to receive prior approval from circuit courts before merging with a for-profit entity.
• Noncompete restriction (Ark. Code § 4-75-101(k)): Arkansas voids all noncompete agreements that restrict a physician’s right to practice within their scope of practice, promoting competition in the healthcare market.

• Mini-HSR (Cal. Bus. & Prof. Code §§ 16780–16787): Enacted as SB 25 and approved February 10, 2026, California’s Uniform Antitrust Premerger Notification Act requires any person filing a federal Hart-Scott-Rodino Act (HSR) premerger notification to also file a complete electronic copy of the HSR form with the attorney general within one business day of the federal filing if the person has its principal place of business in California or had annual net sales in California of at least 20 percent of the federal HSR filing threshold. The law applies to all industries (not limited to healthcare). The law takes effect for filings on or after January 1, 2027. No approval is required; notice only. The filing fee is $1,000 for filers with a principal place of business in California and $500 for filers qualifying under the 20 percent net sales threshold (adjustable every five years for inflation). The filing mirrors the federal HSR form. The attorney general may impose a civil penalty of up to $25,000 per day for failure to file.
• Healthcare transaction oversight (Cal. Health & Safety Code §§ 127500 et seq., 127507, 127507.2, 127507.4; 22 Cal. Code Regs §§ 97431–97442): California’s Office of Health Care Affordability (OHCA) oversees material change transactions involving healthcare entities, including hospitals, physician organizations and specialty clinics. The law requires healthcare entities to provide written notice at least 90 days before closing a transaction. Filing is triggered for entities with at least $25 million in annual revenue or California assets (or at least $10 million if transacting with a $25 million entity), and material change circumstances include transactions with a fair market value of $25 million or more, revenue increases of $10 million or 20 percent, transfers of 25 percent or more of California assets and transfers of control or governance. From there, OHCA will either (i) within 45 days, issue a waiver to a cost and market impact review (CMIR), or (ii) within 60 days, notify parties of its decision to conduct a CMIR, which could extend the review period to over eight months. If OHCA determines a CMIR is warranted, the transaction may not be implemented until 60 days after the office issues its final report. OHCA began accepting notices on January 1, 2024. OHCA does not charge a filing fee for submitting notices, but it may contract with experts for review. The statutes include no enumerated penalties for noncompliance.
  • Effective January 1, 2026, California Assembly Bill No. 1415 expanded OHCA’s pre-transaction notice requirements to cover private equity groups, hedge funds, management services organizations (MSOs), newly created business entities formed for the purpose of transacting with a healthcare entity and entities that own or control a provider. MSOs are also subject to new, standalone data reporting obligations, and OHCA is required to adopt regulations to eliminate duplicative reporting. (See Cal. Health & Saf. Code §§ 127500.2, 127501, 127501.5, 127507).
• Transaction oversight—retail grocery and retail drug firms (Cal. Corp. Code §§ 14700–14707): California prohibits any person from acquiring, directly or indirectly, voting securities or assets of a retail grocery firm or retail drug firm without first providing written notice to the attorney general, where the acquiring party is required to file under the federal HSR Act or is acquiring more than a total of 20 retail drug firms or retail grocery firms. Written notice must be filed with the attorney general no less than 180 days before the acquisition is made effective. The filing fee is based on the size of the transaction. Failure to provide required written notice is a violation, and the attorney general is entitled to injunctive relief, equitable remedies, recovery of attorney’s fees and costs, and civil penalties of up to $20,000 per day of noncompliance.
• Private equity restrictions (Cal. Health & Saf. Code §§ 1190–1192): California also prohibits private equity groups and hedge funds involved in any manner with a physician or dental practice from interfering with clinical judgment or exercising control over key practice decisions. California law also voids any contracts that permit such interference.
• Noncompete restriction (Cal. Bus. & Prof. Code § 16600.1): California generally prohibits noncompete clauses in contracts across industries, including those in healthcare.

• Healthcare transaction oversight (Colo. Rev. Stat. § 6-19-101 et seq.): Colorado’s hospital transaction oversight statute applies to transactions involving licensed or certified hospitals, covering nonprofit-to-nonprofit, for-profit-to-for-profit and nonprofit-to-for-profit deals. A covered transaction is any sale, transfer, lease, exchange or other disposition of 50 percent or more of the assets of a hospital (by fair market value), including aggregated transactions over any five-year period. Notice must be provided to the attorney general no later than 60 days prior to closing. Approval is required for nonprofit-to-for-profit conversions only; for those transactions, the attorney general has 60 days after complete filing (extendable up to 90 additional days for good cause) to provide results and conclusions. Enforcement includes temporary restraining orders, injunctions, hearings and district court proceedings to require corrective action, with oversight continuing as long as necessary. Hospitals selling 50 percent or more of their assets must provide notice to the state attorney general at least 60 days before closing.

• Mini-HSR (Colo. Rev. Stat. § 6-4.5-101 et seq.): Colorado’s Uniform Antitrust Pre-Merger Notification Act, effective August 6, 2025, requires any person filing a federal Hart-Scott-Rodino Act (HSR) premerger notification to contemporaneously file a complete electronic copy of the HSR form with the Colorado attorney general if the person has its principal place of business in Colorado or had annual net sales in Colorado of at least 20 percent of the federal HSR filing threshold. The law applies to all industries (not limited to healthcare). The filing mirrors the federal HSR form, and there is no separate state filing fee or waiting period. The attorney general may seek a penalty of up to $10,000 for noncompliance.

• Collaborative agreements (Colo. Rev. Stat. § 25.5-1-1001 et seq.): Colorado’s hospital collaborative agreements law enables county public, health service district and private nonprofit hospitals—provided they are not affiliated with systems of three or more hospitals—to enter into collaborative agreements, subject to review by the Department of Health Care Policy and Financing (with the Division of Insurance reviewing payor-related negotiations) and a final competition assessment by the attorney general. Rate-setting, market division and wage suppression are expressly excluded. The attorney general may approve only if the agreement produces cost savings or efficiencies that improve healthcare delivery in rural and frontier communities and benefits are not outweighed by anticompetitive harm. Approved arrangements receive immunity from both state and federal antitrust laws. The department, Division of Insurance or attorney general may review agreements annually.
• Noncompete restriction (Colo. Rev. Stat. § 8-2-113): Colorado prohibits contracts that restrict healthcare professionals from informing patients when they move practices or from disclosing new professional contact information.

• Healthcare transaction oversight (Con. Gen. Stat. § 19a-486i): Connecticut requires written notice to the attorney general in three circumstances: (i) at the same time as any federal Hart-Scott-Rodino Act filing where a hospital, hospital system or other healthcare provider is a party; (ii) not less than 30 days before a transaction resulting in a material change to the business or corporate structure of a group practice (including mergers resulting in eight or more physicians, acquisitions by hospitals or hospital systems or employment of substantially all physicians by a hospital system); and (iii) not less than 30 days before an affiliation between hospital systems. For group practice transactions, notice to the commissioner of the Office of Health Strategy is also required within 30 days post-closing. The attorney general may request additional information, and there are no enumerated penalties included in the statute.
• CON (Conn. Gen. Stat. §§ 19a-638, 19a-639, 19a-639a, 19a-639b): Connecticut requires a CON for the establishment of a new healthcare facility, transfer of ownership of a healthcare facility, transfer of ownership of a large group practice (to entities other than physicians), establishment of outpatient surgical facilities or freestanding emergency departments and termination of certain hospital services, among other triggers. The law covers healthcare facilities broadly, including hospitals, outpatient surgical facilities, freestanding emergency departments and large group practices; exclusions include facilities operated exclusively for students or faculty of nonprofit educational institutions, municipality-operated outpatient clinics and certain replacement equipment. A transfer of ownership independently triggers CON review and includes any transfer impacting the governance or controlling body, including affiliations, mergers or any sale or transfer of net assets. Approval is required to close. The review period is 90 days from the date the Office of Health Strategy posts notice, with a possible 60-day extension; if a public hearing is held, the office must decide within 60 days after closing the hearing record.
• CON—nursing facilities (Con. Gen. Stat. §§ 17b-352 through 17b-360): Connecticut separately requires CON approval for transfers of ownership or control (including prior to initial licensure), introduction or expansion of functions or services, termination of services, decrease in bed capacity and relocation of licensed beds for nursing facilities and other long-term care facilities. The commissioner must grant, modify or deny the request within 90 days, with possible extensions of 15 to 30 days.
• Other transaction oversight—sale of nonprofit hospitals (Con. Gen. Stat. §§ 19a-486 through 19a-486h): When a nonprofit hospital enters into an agreement to transfer a material amount of its assets or operations, or a change in control of operations, to a for-profit entity, joint review and approval by the commissioner of the Office of Health Strategy and the attorney general is required. A CON determination letter must be submitted to the commissioner and the attorney general prior to the transaction, a public hearing must be held within 30 days of receipt, the application must be filed within 60 days of form transmission, and the attorney general and commissioner must approve or deny within 120 days (with a possible 120-day extension). Any agreement without required approval is void, and the commissioner of the Office of Public Health shall refuse to issue—or shall suspend or revoke—the license of a hospital that proceeded without approval or is not complying with approved terms.
• Other transaction oversight—hospital sale-leaseback transactions (S.B. No. 196): On May 27, 2026, Connecticut passed a bill that requires each hospital to annually attest that no private equity entities have controlling interests or interference with clinical decisions. Hospitals are also prohibited from entering into sale-leaseback transactions involving the main campus of a hospital.

• Certificate of Public Review (Del. Code tit. 16, § 9301 et seq.): Delaware regulates healthcare mergers and acquisitions primarily through its Certificate of Public Review (CPR) program. A CPR is required for new construction, establishment of a new facility, acquisition of a nonprofit healthcare facility, capital expenditures in excess of $5.8 million (adjusted annually for inflation), and bed capacity changes exceeding the greater of 10 beds or 10 percent over a two-year period. The statute specifically requires a CPR for the acquisition of a nonprofit healthcare facility but does not impose the same requirement for acquisition of for-profit facilities, absent other triggers. Transfer or assignment of an existing CPR requires Delaware Health Resources Board approval upon a finding that the public will not be adversely affected. A notice of intent must be submitted at least 30 days (but not more than 180 days) before the application; once complete, the review period is a maximum of 90 days, extended to 120 days if a public hearing is requested, and up to 180 days from the date of notification. Penalties include denial, revocation or restriction of licensure; civil actions in the Court of Chancery; and fines. Delaware House Bill 17, effective July 1, 2026, removed CPR requirements for the acquisition of major medical equipment.
• Noncompete Restriction (Del. Code tit. 6, § 2707): Delaware bans noncompete agreements in physician employment contracts but allows provisions requiring payment of damages upon termination to be enforced.

• Other transaction oversight (Fla. Stat. § 155.40): Florida does not generally require notification for healthcare consolidation transactions, but the sale or lease of county, district or municipal hospitals requires public hearings, fair market value analysis and approval by the secretary of Health Care Administration or majority vote by voters in the region in which the hospital or healthcare system is located.

• Antitrust no-action letter (Fla. Stat. § 408.18): Florida also permits healthcare community members to request a voluntary antitrust no-action letter from the attorney general before pursuing mergers or joint ventures.
• Cooperative agreements (Fla. Stat. § 381.04065): Florida enables members of certified rural health networks to consolidate hospital services, technologies and cooperative agreements, subject to approval by the Department of Health with consultation from the Department of Legal Affairs. The Department of Health may approve only if the likely benefits outweigh competitive disadvantages and the agreement reduces or moderates costs; approved arrangements receive immunity from both state and federal antitrust laws. After approval, the department reviews each agreement at least every two years and may terminate if benefits no longer outweigh disadvantages.
• Noncompete restriction (Fla. Stat. § 542.336): Restrictive covenants with physicians are void and unenforceable in counties where a single entity employs or contracts with all physicians in a given specialty.

• Other transaction oversight (Ga. Code Ann. §§ 31-7-400 through 31-7-412): Georgia requires parties to notify the attorney general at least 90 days before consummating any acquisition or disposition of a hospital owned, controlled or operated by a nonprofit corporation, where the transaction involves 50 percent or more of the hospital’s assets (individually or cumulatively over a five-year period); the acquiring entity may be for-profit or not-for-profit. Georgia renders null and void any disposition or acquisition that violates the notice, disclosure and certification requirements and may fine each entity up to $50,000.
• CON (Ga. Code Ann. §§ 31-6-40 through 31-6-51; § 31-6-40.1): Georgia requires a CON before any person may offer a new institutional health service, including construction, development or establishment of new, expanded or relocated healthcare facilities, increases in bed capacity, new clinical health services and acquisition of diagnostic or therapeutic equipment. Notably, the restructuring or acquisition of existing healthcare facilities by stock or asset purchase, merger, consolidation or other lawful means is specifically exempt from CON review; however, any person who acquires a healthcare facility must notify the Georgia Department of Public Health within 45 days following the acquisition (a post-closing, not pre-closing, requirement).

• Healthcare transaction oversight (Haw. Rev. Stat. §§ 323D-71 through 323D-83): Hawaii requires approval before any person may acquire an ownership or controlling interest in a Hawaii-regulated hospital—whether by purchase, merger, lease, gift or otherwise—where the transaction results in a change of ownership or control of 20 percent or greater, or results in the acquirer holding 50 percent or greater interest. The parties apply for approval from the Hawaii State Health Planning and Development Agency (reviewing operational aspects) and file notice with the attorney general (reviewing the public interest). The State Health Planning Agency must approve or disapprove the application within 90 days. The attorney general must determine whether to conduct an in-depth review within 20 days and approve or disapprove the transaction within 90 days. Hawaii will not issue or renew a hospital license—and may revoke or suspend an existing license—if an acquisition proceeds without the required approval; the agency may also initiate proceedings to revoke a license if the acquirer fails to fulfill commitments to the community. Note: Any acquisition of a hospital also requires notice to the state attorney general 90 days before closing pursuant to HRS § 323D-72.

• CON (Haw. Rev. Stat. §§ 323D-43 through 323D-55): Hawaii requires a CON before any person may construct, expand, alter, convert, develop, initiate or modify a healthcare facility or health services requiring a total capital expenditure in excess of the expenditure minimum specified in the statutes or substantially change the scope or type of health services or bed capacity. The program covers all healthcare facilities and health services above the expenditure minimum, including hospitals and organized ambulatory healthcare facilities. Hawaii exempts private physician offices, laboratories, dispensaries, correctional facility clinics, replacement equipment, facilities or services operated by the Department of Health and bed changes up to 30 percent. The state agency must issue a decision within 90 days after the beginning of the review period, with a possible 60-day extension. Hawaii treats a CON violation as a misdemeanor for each seven-day period it continues, may revoke or suspend any hospital license and may impose an administrative penalty of up to $2,000 per seven-day period for reporting violations.

• Nonprofit conversion review (Idaho Code §§ 48-1501 through 48-1512): Idaho requires notification and review by the state attorney general of any proposed nonprofit hospital conversion transaction.

• Healthcare transaction oversight (740 ILCS 10/7.2a): Illinois requires pre-merger notification for any merger, acquisition or contracting affiliation between two or more healthcare facilities or provider organizations not previously under common ownership if it is (i) between Illinois healthcare entities or (ii) between an Illinois healthcare entity and an out-of-state entity if the out-of-state entity has $10 million or more in annual revenue from patients residing in Illinois. Covered healthcare facilities include ambulatory surgical treatment centers, hospitals, state-maintained hospitals and kidney disease treatment centers, kidney disease treatment centers and “provider organizations” with 20 or more healthcare providers. Parties must file notice with the attorney general no later than 30 days prior to the transaction closing or effective date; if the attorney general requests additional information within 30 days of receipt, the parties may not close until 30 days after substantially complying with the request. Beginning January 1, 2024, most mergers involving two or more healthcare facilities require notifying the state attorney general 30 days before closing. There are no fees associated with filing a notice. Illinois may impose a civil penalty of up to $500 per day for noncompliance.
• CON (20 ILCS 3960/1 et seq.; change of ownership processed under 20 ILCS 3960/8.5): Illinois also requires a CON for the construction, modification or establishment of healthcare facilities—including ambulatory surgical treatment centers, hospitals, skilled and intermediate long-term care facilities, kidney disease treatment centers, out-of-state facility surgical centers and facilities providing cardiac catheterization and open heart surgery—covering both for-profit and nonprofit entities. A change of ownership (sale, transfer, acquisition, lease, change of sponsorship or other means of transferring control) independently triggers review. Illinois excludes certain facilities from the change of ownership requirement, including nursing homes, specialized mental health rehabilitation facilities and ID/DD community care facilities. Upon submission of a complete change of ownership application, the state board publishes legal notice on three consecutive days in a newspaper of general circulation, and the applicant must submit a certification statement within 90 days after closing confirming the transaction was completed in accordance with the application. Illinois may fine a person who changes ownership without first obtaining a permit or exemption up to $25,000 plus an additional $25,000 for each 30-day period the violation continues.

• Noncompete restriction (820 ILCS 90/10): Illinois prohibits noncompete agreements with respect to the provision of mental health services to veterans and first responders.

• Healthcare transaction oversight (Ind. Code §§ 25-1-8.5-1 through 25-1-8.5-4, as amended by HEA 1666): Effective March 7, 2024, Indiana requires pre-merger notification for any “healthcare entity” involved in a merger or acquisition with another healthcare entity where total assets, including combined entities and holdings, are at least $10 million. “Healthcare entity” broadly includes organizations providing diagnostic, medical, surgical, dental or rehabilitative care; health insurers (with certain exceptions); health maintenance organizations; pharmacy benefit managers; third-party administrators; and private equity partnerships seeking mergers or acquisitions with any of the foregoing. Indiana excludes healthcare providers that are majority-owned, or would be majority-owned after the merger, by licensed Indiana practitioners who routinely provide services in the practice. Parties must file notice with the Indiana attorney general at least 90 days prior to the date of the merger or acquisition. Notification must include information about the entities and the transaction and a copy of any materials sent to federal or state agencies regarding the transaction. There is no fee associated with filing a notice, and the statute does not include enumerated penalties. A proposed bill (SB 0014) would, if enacted, also require parties submitting a Hart-Scott-Rodino Act filing to concurrently file a copy with the attorney general.

• COPA (Ind. Code § 16-21-15-0.5 et seq.): Indiana enables two or more nonpublic general hospitals to merge, subject to approval by the state Department of Health in consultation with Family and Social Services Administration and the attorney general. The department may approve only upon clear evidence that the merger benefits population health, access and quality, and that benefits outweigh competitive disadvantages. Approved mergers receive immunity from both federal and state antitrust laws for the certificate’s duration. After approval, parties must submit annual reports to the department, attorney general and General Assembly; service charges are capped at CPI for Medical Care; and cost savings must be reinvested in the community for five years. The department or attorney general may investigate, require corrective action, or revoke the certificate.

• Noncompete restriction (Ind. Code § 25-22.5-5.5-1 et seq.): Effective July 1, 2025, Indiana prohibits physicians and hospitals (including hospital systems and affiliated entities) from entering into noncompete agreements, and any such agreement is void and unenforceable. Previously, beginning July 1, 2023, this prohibition applied only to primary care physicians. The term “noncompete agreement” is defined broadly to include not only direct practice restrictions but also financial penalties, repayment obligations and any indirect deterrents to a physician’s post-employment practice, though it excludes nondisclosure agreements, limited nonsolicitation agreements and agreements made in connection with a bona fide sale of a physician-owned business.

• Nonprofit conversion oversight (Iowa Code § 504.1102): Iowa requires that certain mergers involving select nonprofit, public benefit or religious corporations are subject to court approval.
• CON (Iowa Code § 135.61 et seq.): Iowa requires a CON for development of new or changed institutional health services under Iowa Code. This includes capital expenditures, leases or donations exceeding the set threshold amounts (starting at $4 million on January 1, 2027) within a consecutive 12-month period by or on behalf of an institutional health facility, which constitute a new or changed institutional health service requiring a CON. The same applies to permanent changes in bed capacity, the construction or establishment of a new facility and the relocation of a facility. Notably, Iowa law provides a CON exclusion for changes in ownership, licensure, organizational structure or designation of an institutional health facility if the health services offered by the successor facility are unchanged. This exclusion applies only if (i) the institutional health facility consents to the change and (ii) the facility ceases offering health services simultaneously with the successor facility’s initiation of those same services. If a transaction involves the addition of new services, changes in bed capacity or capital expenditures exceeding the statutory thresholds, a CON may still be required notwithstanding the change-in-ownership exclusion. The Iowa Department of Health and Human Services administers the program; applicants must submit a letter of intent at least 30 days before applying, and the department must complete formal review within 90 days of acceptance. Iowa charges an application fee of 0.3 percent of the anticipated cost, with a minimum of $600 and a maximum of $21,000.

• COPA (Kan. Stat. §§ 65-4955 et seq.): Kansas enables healthcare providers (including pharmacists and optometrists) to enter into cooperative agreements for sharing patients, personnel, support services and facilities, subject to approval by the secretary of Health and Environment; pre-existing agreements and rural health network activities are excluded. The secretary may approve only if the benefits outweigh competitive disadvantages, considering quality, cost efficiency, utilization and less restrictive alternatives. An approved agreement and related conduct are deemed lawful. After approval, the secretary conducts annual reviews and may terminate the certificate if requirements are no longer met.

• CON (Ky. Rev. Stat. § 216.010 et seq.): Kentucky law requires participating entities notify the Cabinet for Health and Family Services at least 30 days prior to the acquisition of any licensed health facility. (900 Ky. Admin. Reg. 6:110.) The Cabinet for Health and Family Services also administers Kentucky’s CON program. A CON is required for the acquisition only if the required notice is not filed and the arrangement will require a capital expenditure exceeding the minimum threshold established by the statute, or if the cabinet finds within 30 days that the health services or bed capacity will be substantially changed. Donations, transfers and leases of major medical equipment and health facilities are considered acquisitions, and an acquisition for less than fair market value is treated as an acquisition if the fair market value exceeds the expenditure minimum. The formal review process for CON applications is 90 days.
• CON—acute care hospital (Ky. Rev. Stat. § 205.6412): The acquisition or construction of an acute care hospital associated with the University of Kentucky or the University of Louisville, and any future medical system or medical school affiliate, requires approval from the General Assembly, in addition to existing CON requirements.
• Noncompete restriction (Ky. Rev. Stat. § 216.724): Healthcare services agencies are prohibited from imposing noncompete clauses, contract buyout provisions, or employment fees on temporary direct care staff placed at assisted living communities, long-term care facilities, or hospitals. Agencies are also prohibited from soliciting or recruiting the current staff of facilities to which agency employees are assigned, and noncompliant contracts are voided as unfair trade practices. These restrictions do not apply to contracts involving permanent direct care staff.

• COPA (La. Rev. Stat. § 40:2254.1 et seq.): Louisiana enables public or private healthcare facilities to enter into cooperative agreements, mergers, joint ventures and consolidations, subject to approval by the Department of Justice. The department may approve only if the agreement is likely to lower costs or improve access or quality without undue cost increases; approved arrangements receive state action immunity from both state and federal antitrust laws. After approval, parties must submit annual compliance reports, the department must actively supervise, and the attorney general may bring enforcement actions. The department may revoke approval if benefits are not being realized.
• Nonprofit oversight (La. Rev. Stat. §§ 40:2115.11–2115.19): The acquisition of a nonprofit hospital requires attorney general review and approval. The seller must apply for and receive the attorney general’s approval before the acquisition may proceed. Within five working days of receiving an application, the attorney general must publish notice in a newspaper of general circulation in the parish where the hospital is located. The attorney general has 15 days to determine if the application is complete, and within 60 days of receipt of a completed application must either approve (with or without specific modifications) or disapprove the acquisition; if the attorney general does not act within 60 days, the application is deemed approved. If the attorney general disapproves the acquisition, the attorney general must seek from a court of competent jurisdiction an order enjoining the acquisition.
• Facility need review (La. Rev. Stat. § 40:2116): Specified healthcare providers, including home- and community-based services, hospice, pediatric day healthcare, behavioral health, opioid treatment programs and intermediate care facilities for developmental disabilities, must obtain facility need review approval before establishing new facilities, services or beds eligible for Medicaid participation.
• Noncompete restriction (La. Rev. Stat. § 23:921): Noncompete agreements are void except in specified contexts. Physician noncompetes are limited to three-to-five-year initial terms with geographic restrictions, depending on type of practice. Physicians at rural hospitals and federally qualified health centers are exempt from noncompete provisions.

• CON (22 Me. Rev. Stat. Chapter 103-A, §§ 326–353): Maine requires a CON for a range of activities, including transfers of ownership or acquisitions of healthcare facilities, acquisitions of major medical equipment, capital expenditures of $10 million or more, the offering or development of any new health service, the construction or establishment of a new healthcare facility, changes in bed complement exceeding 10 percent (for non-nursing facilities) and nursing facility capital expenditures of $5 million or more related to nursing services. The Maine Department of Health and Human Services conducts a simplified review and approval process for certain categories.
• Noncompete restriction (26 Me. Rev. Stat. § 599-A): Noncompete agreements are limited in enforceability to those protecting trade secrets, confidential information or goodwill. Noncompetes are prohibited for lower-income employees, nonowner veterinarians and healthcare practitioners who are employed by a facility they do not have an ownership interest in. Pre-employment disclosure is also required.
• Self-referral restriction (Me. Rev. Stat. tit. 22, § 2085): Healthcare practitioners are prohibited from referring patients to outside facilities in which they hold an investment interest unless the practitioner is personally involved in the patient’s care, with exemptions for community need and publicly traded entities meeting specified thresholds.
• Healthcare transaction oversight (10 Me. Rev. Stat. § 1102-B): Signed April 13, 2026, Maine requires healthcare entities filing federal Hart-Scott-Rodino (HSR) premerger notifications to concurrently submit electronic copies of the HSR form and supporting materials to the Maine attorney general, with confidentiality protections and civil penalties up to $10,000 per day for noncompliance.

• CON (Md. Code, Health–Gen. § 19-120 et seq.): Maryland requires a CON before building, developing or establishing a new healthcare facility, changing the bed capacity of or, under certain instances, changing the type or scope of health services offered by a healthcare facility, or making a healthcare facility expenditure exceeding a threshold established in Maryland statute. Effective October 1, 2026, there will be CON requirements for a change in bed capacity for certain intermediate care facilities that offer substance use disorder treatment services and more specific requirements for CON exemptions for medically managed residential substance use disorder treatment services. 
• Other transaction oversight—acquisition of nonprofit health entities (Md. Code, State Gov’t § 6.5-101 et seq.): Maryland prohibits any person from engaging in an acquisition of a nonprofit health entity, including nonprofit hospitals, without the approval of the appropriate regulating entity. For nonprofit hospitals, the regulating entity is the state’s attorney general in consultation with the Department of Health.
• Other transaction oversight—nursing home change of ownership (Md. Code, Health–Gen. § 19-120.2): Maryland requires a person to provide notice to the Maryland Healthcare Commission at least 30 days before the closing of a change of ownership of a nursing home that involves at least a 5 percent transfer in ownership interest and is not an acquisition requiring approval. For acquisitions of nursing homes (other than those involving only changes among existing owners), at least 60 days before the closing date a person must submit a request for acquisition to the commission and provide notice to residents, resident representatives and employees.
• Noncompete restriction (Md. Code, Lab. & Empl. § 3-716): Maryland bans or restricts all noncompete and conflict of interest provisions for healthcare professionals licensed under the Health Occupations Article—based on total annual compensation—who provide direct patient care.

• Healthcare transaction oversight (Mass. Gen. L. Ch. 6D § 13; 958 CMR 7.00): Providers and provider organizations must notify the Health Policy Commission, the Center for Health Information and Analysis and the attorney general at least 60 days before any material change to operations or governance. Material changes include mergers or affiliations with, or acquisition of or by, carriers; mergers with or acquisitions of hospitals or hospital systems; any other acquisition, merger or affiliation with another provider or provider organization that would result in an increase in annual patient service revenue of the provider or provider organization of $10 million or more; and clinical affiliations with providers or provider organizations having $25 million or more in annual patient service revenue. Within 30 days of a completed notice, the commission conducts a preliminary review to determine whether the material change is likely to significantly impact the healthcare cost growth benchmark or the competitive market; if so, the commission may initiate a cost and market impact review (CMIR). The commission must issue its final report within 185 days from receipt of a completed notice. The transaction may close only after the commission notifies that it is not initiating a CMIR or 30 days after the final CMIR report is issued. There are no filing fees associated with filing a notice of material change form.
• Determination of need (Mass. Gen. L. Ch. 111 § 25C): Massachusetts requires a determination of need before a person may construct, substantially expand capacity or change services at a healthcare facility, or make a substantial capital expenditure. The Department of Public Health administers the program. The department must consider the state health resource plan, cost containment goals and health equity impacts in its review.
• Noncompete restriction (Mass. Gen. L. Ch. 112, §§ 12X, 74D, 129B, and 135C): Massachusetts law generally voids physician and related healthcare professional noncompetes.

• CON (MCLA § 333.22201 et seq.): Michigan requires a CON before a person may acquire an existing health facility or beginning to operate a health facility at a site not currently licensed for that type of facility, make a change in bed capacity, initiate, replace or expand a covered clinical service, or make a covered capital expenditure that exceed the statutory threshold. An applicant must demonstrate unmet need, consider alternatives, show financial feasibility and comply with quality assurance standards.
• Municipal health facility powers (MCLA § 331.1303): Municipal health facility corporations are granted broad powers to establish, operate and manage health services alone or jointly with other entities, including authority to enter into contracts with insurers, healthcare corporations, HMOs, employers and other public and private entities on any payment basis, and to execute agreements for joint conduct of health services and shared facilities.
• Noncompete restriction (MCLA § 445.774a): Michigan permits employers to obtain noncompete agreements from employees that protect reasonable competitive business interests, provided the agreement is reasonable as to its duration, geographical area and type of employment or line of business. Courts may limit overbroad agreements to render them reasonable and specifically enforce the limited agreement.

• Healthcare transaction oversight (Minn. Stat. § 145D.01 et seq.): Since May 27, 2023, Minnesota has required healthcare entities to provide notice to the attorney general and the commissioner of health and comply with statutory requirements before entering into a transaction (or a series of transactions within a five-year period) that occurs in Minnesota or involves a Minnesota healthcare entity that constitutes: (i) a merger or exchange of healthcare entities; (ii) sales, leases or transfers of 40 percent or more of a healthcare entity’s assets; (iii) granting a security interest in 40 percent or more of the assets; (iv) transfer of 40 percent or more of the shares or ownership; (v) changes to the governing body resulting in a transfer of control; (vi) creation of new healthcare entities; (vii) agreements resulting in the sharing of 40 percent or more of revenues; (viii) modification of membership that results in a change of 40 percent or more; or (ix) any other transfer or acquisition of control.
  • For large transactions—those involving healthcare entities with at least $80 million per year in average annual revenue or where the transaction will result in an entity with projected revenue of at least $80 million per year—the healthcare entity must provide 60 days’ notice to the attorney general and commissioner of health before closing the transaction. The attorney general has authority to commence an action blocking or unwinding the transaction if determined necessary to protect the public interest.
  • For smaller transactions—those involving healthcare entities with annual revenue between $10 million and $80 million or where the transaction will result in an entity with projected revenue between $10 million and $80 million—the healthcare entity must report transaction data to the commissioner of health at least 30 days before completion, or within 10 business days of the date the parties first reasonably anticipate entering into the transaction if the expected completion is within less than 30 days. Since January 1, 2024, healthcare entities with average annual revenue between $10 million and $80 million have been required to submit notice to the commissioner of covered transactions 30 days pre-closing. The commissioner will use this data to analyze the impact of transactions in Minnesota on cost, quality and access to healthcare.
• Healthcare transaction oversight (Minn. Stat. § 144.551): Minnesota placed a hospital construction moratorium on the establishment of new hospitals and any improvement or alteration that results in an increase or redistribution of hospital beds with the state. However, there are many exceptions to the statute, including construction of a facility that receives more than 40 percent of out-of-state patients.
• Other transaction oversight—nonprofit nursing home and assisted living transfers (Minn. Stat. § 145D.41): Minnesota requires that at least 120 days prior to the transfer of ownership or control of a nonprofit nursing home or nonprofit assisted living facility to a for-profit entity, the facility must provide written notice to the commissioners of health and human services.
• Noncompete restriction (Minn. Stat. § 181.988): For contracts entered into on or after July 1, 2023, Minnesota banned employment noncompete provisions that limit employees’ ability to perform work for another employer for a specific period, in a specified geographical area or for another employer in a similar position as their prior employment.

• CON (Miss. Code Ann. § 41-7-171 et seq.): Mississippi requires a CON before any person may construct, develop or establish a new healthcare facility, relocate a healthcare facility or major medical equipment, change the existing bed complement, offer new or expanded healthcare services, acquire or control major medical equipment or change ownership of an existing facility without filing a notice of intent with the state Department of Health at least 30 days prior.
• COPA (Miss. Code § 41-9-301 et seq.): Mississippi enables rural hospitals to enter into cooperative agreements, subject to approval by the Department of Health. The department may approve if the agreement is likely to produce enumerated benefits such as quality enhancement, cost-efficiency, preservation of facilities or reduced duplication; no express antitrust immunity provision appears in the uploaded materials, though the legislative purpose is to promote cooperative agreements improving healthcare availability. After approval, the department actively monitors, requires biennial reports and may revoke for noncompliance, loss of benefits or misrepresentation.
• Antitrust immunity (Miss. Code § 41-13-35): Community hospital boards are granted broad authority to acquire facilities, form joint ventures, enter into merger and joint-operating agreements and create subsidiaries, with express state action antitrust immunity for consolidations and collaborations that may displace competition.

• CON (Mo. Rev. Stat. §§ 197.300–197.366): Missouri requires any person who proposes to develop or offer a new institutional health service within the state to obtain a CON from the Missouri Health Facilities Review Committee before such services may be offered. New institutional health service includes development of a new healthcare facility costing in excess of the applicable expenditure minimum; acquisition (including by lease) of a healthcare facility or major medical equipment exceeding the expenditure minimum; any capital expenditure by or on behalf of a healthcare facility in excess of the expenditure minimum; predevelopment activities exceeding the threshold; and, among others, reallocations of licensed beds among major service types or from one site to another exceeding 10 beds or 10 percent. The expenditure minimums vary. A CON is not required for the transfer of ownership of an existing and operational health facility in its entirety.

• CON (Mont. Code §§ 50-5-301 et seq.): Montana requires a certificate of need before any person acquires 50 percent or more of an existing long-term care facility. The acquiring person must submit to the Department of Public Health and Human Services a letter of intent noting the intent to acquire the facility, the services to be offered and the facility’s bed capacity at least 30 days before the acquisition.
• Nonprofit transaction oversight (MCA §§ 35-2-608 through 35-2-617): Montana requires court approval for mergers and asset sales involving public benefit or religious nonprofit corporations, including nonprofit hospitals.
• Noncompete restriction (Mont. Code § 28-2-724): Montana law generally prohibits post-employment noncompetes and patient nonsolicits with any licensed physician.

• Healthcare transaction oversight—Nonprofit Hospital Sale Act (Neb. Rev. Stat. § 71-20,104(1)): In Nebraska, the acquisition of a hospital requires Department of Health and Human Services approval, with additional attorney general notice and approval required for hospitals owned by nonprofit corporations. An “acquisition” is any transaction resulting in a change of ownership or control of 20 percent or greater, or a 50 percent or greater interest.
• COPA (Neb. Rev. Stat. § 71-7701 et seq.): Nebraska enables licensed healthcare facilities and providers in medicine, osteopathy, pharmacy, optometry, podiatry, physical therapy or nursing to enter into cooperative agreements, subject to approval by the Department of Health and Human Services (with the attorney general receiving copies of applications). The department may approve only upon clear and convincing evidence that benefits outweigh competitive disadvantages; approved arrangements grant broad immunity from civil and criminal antitrust actions under both state and federal law. After approval, parties must submit annual reports, and any interested person may petition for termination if benefits no longer outweigh disadvantages.
• CON (Neb. Rev. Stat. § 71-5829 et seq.): State approval is required before establishing long-term care beds, increasing the long-term care beds of a health facility by more than 10 or more than 10 percent of total beds in the facility, and establishing long-term care beds through conversion by a hospital.

• Healthcare transaction review (Nev. Rev. Stat. § 598A.290 et seq.; Nev. Rev. Stat. § 598A.400 et seq.): Nevada requires parties to submit a notice to the attorney general at least 30 days before closing a healthcare transaction that would result in a material change to the business structure. Such material change would include mergers, acquisitions or any transaction that would cause a group practice or health carrier to provide within a geographic market 50 percent or more of any healthcare service. Additionally, parties must inform the Nevada Department of Health and Human Services 60 days post-closing of proposed healthcare transactions. Any party filing a notification with the Federal Trade Commission or U.S. Department of Justice pursuant to the Hart-Scott-Rodino Act regarding a transaction that involves any assets of a group practice or health carrier must also submit a copy of the filing to the attorney general. The state does not have approval authority under either framework, but may initiate an investigation if it identifies any violations during the pre-closing review. Notice requirements are generally not triggered unless transaction parties have a large Nevada presence.

• Other transaction oversight—healthcare charitable trusts (N.H. Rev. Stat. § 7:19-b): Acquisition transactions involving healthcare charitable trusts—including mergers, purchases, consolidations and transfers of control or 25 percent or more of assets—require 180 days’ written notice to the director of charitable trusts. The director then has 180 days to review compliance and may object on specified grounds or bring judicial proceedings to enjoin noncompliant transactions.
• Noncompete restriction (N.H. Rev. Stat. §§ 329.31-a, 326-B:45-a, and 315:18): New Hampshire bans noncompete agreements for physicians, nurses and podiatrists licensed by the respective boards to practice within the state.

• Healthcare transaction oversight—Community Health Care Assets Protection Act (N.J.S.A. §§ 26:2H-7.10 to 26:2H-7.13): Acquisitions of nonprofit hospitals—including purchases, mergers, consolidations, transfers of control and other dispositions of a substantial amount of assets or operations—require application to the attorney general for approval.
• CON (N.J. Rev. Stat. § 26-2H-7 et seq.): State approval is required before instituting new healthcare services, purchasing major moveable equipment exceeding $2 million or transferring ownership of an acute care hospital, though the statute contains extensive exemptions, including for most bed additions, ownership transfers of nonacute-care facilities and cardiac catheterization services.
• Noncompete restriction (N.J. Admin. Code § 13:42-10.16): New Jersey law generally prohibits noncompetes with licensed psychologists.

• Healthcare transaction oversight (NMSA 1978, § 24A-9-6): New Mexico requires parties to a covered transaction to submit written notice to the Health Care Authority (HCA) 120 days before closing. Covered transactions include mergers, acquisitions, affiliations or changes of control. Control is presumed if a person directly or indirectly owns or controls 15 percent or more of the voting power or proxies of another entity. This presumption can be rebutted by demonstrating that the actual control does not exist. The HCA has 30 days to determine whether a notice is complete and must complete its review of a proposed transaction within 120 days of receiving a completed notice. This review period may be tolled if the HCA requests additional information from the parties. The HCA may approve, approve with conditions or disapprove a transaction. Parties that violate the statute are subject to fines of up to $15,000 per day.
• Noncompete restriction (NMSA 1978, § 24A-9-1 et seq.): Any noncompete provision that restricts a healthcare practitioner’s right to provide clinical healthcare services is unenforceable.

• Healthcare transaction review (N.Y. Pub. Health Law § 4550 et seq.): As of August 1, 2023, healthcare entities must submit written notice to the Department of Health at least 30 days before the closing date of a material transaction. Healthcare entities include, among others, physician practices or groups, management services organizations, health insurance plans or any other kind of healthcare facility, including dental practices, pharmacies and clinical laboratories. Covered transactions include mergers, acquisitions of one or more healthcare entities, including the sale of assets, voting securities or transfer of control, or formation of partnerships, joint ventures and similar arrangements. The statute requires notification if a transaction (or series of related transactions) results in a healthcare entity “increasing its total gross in-state revenues” by at least $25 million. The legislation does not grant the Department of Health approval authority, but requires that the department post a summary of proposed transactions on its website and allow for public comment.

• CON (N.Y. Pub. Health Law § 2802 et seq.): New York requires state approval before establishing new facilities, renovating existing facilities, agencies, programs or hospices, acquiring major medical equipment, adding or deleting healthcare services, changing ownership or modifying service areas for agencies or hospices.
• COPA (N.Y. Pub. Health Law § 2999-aa (Article 29-F); 10 NYCRR § 83-2.1 et seq.) (sunsets December 31, 2028): New York enables licensed healthcare facilities and health professionals to enter into cooperative agreements, mergers, consolidations or acquisitions, subject to approval by the commissioner of health in consultation with the attorney general and the Public Health and Health Planning Council. The commissioner may approve only if benefits outweigh disadvantages, considering quality, access, costs, payor negotiation ability and competition. Approved arrangements receive state action immunity from federal antitrust laws and immunity from private state antitrust claims, though the attorney general retains enforcement authority for out-of-scope conduct. After approval, parties must submit annual reports covering price, cost, quality, utilization and compliance. Certificates last a minimum of two years with active supervision and renewal, and the department may modify conditions or revoke for noncompliance.

• Nonprofit transaction oversight (N.C.G.S.A. § 55A-11-02): North Carolina restricts mergers by charitable or religious nonprofit corporations, potentially including nonprofit hospitals, and requires either court approval or compliance with specific statutory conditions.

• Nonprofit transaction oversight (N.D.C.C. §§ 10-33-144 to 10-33-149): North Dakota requires any nonprofit corporation operating or controlling a hospital or nursing home to provide written notice to the attorney general at least 90 days before closing any transaction that disposes of or transfers control of 50 percent or more of assets or operations, including substitutions of corporate members or governing body members that transfer voting control. The statute also applies to foreign nonprofit corporations operating within the state. The attorney general has 90 days to review and may approve, deny or take other action, considering factors including fair market value, safeguarding of restricted assets, conflicts of interest and consistency with the nonprofit’s charitable purposes. The attorney general may bring proceedings in district court to enjoin noncompliant transactions.

• Noncompete restriction (N.D.C.C. § 9-08-06): North Dakota declares that any contract by which a person is restrained from exercising a lawful profession, trade or business of any kind is void to that extent. This is a general statute that applies broadly to all employees and professions, including healthcare workers, and is not limited to the healthcare industry. The statute recognizes only two narrow exceptions: a person who sells the goodwill of a business, along with the seller’s partners, members or shareholders, may agree with the buyer to refrain from carrying on a similar business within a reasonable geographic area and for a reasonable period of time; and partners, members or shareholders, upon or in anticipation of dissolution or dissociation, may agree not to carry on a similar business within a reasonable geographic area where the business has been transacted.

• CON (Ohio Rev. Code §§ 3702.51–3702.62; Ohio Admin. Code §§ 3701-12-01 to 3701-12-24): Ohio requires a CON for specified activities involving long-term care facilities, including the establishment or construction of a new long-term care facility, replacement of an existing facility, renovation or addition involving a capital expenditure at or above a statutorily defined qualifying amount, any increase in long-term care bed capacity and relocation of long-term care beds from one physical site to another. Mergers, consolidations or other corporate reorganizations of long-term care facilities that do not involve a change in the number of beds are expressly exempt from CON review, as are acquisitions of existing long-term care facilities that do not involve a bed change.
• Nonprofit transaction oversight (Ohio Rev. Code §§ 109.34–109.35): Ohio requires any nonprofit healthcare entity—defined to include hospitals owned or operated by a Chapter 1702 nonprofit corporation and certain tax-exempt health insuring corporations—proposing to enter into a transaction to provide notice to the attorney general and obtain written approval before closing. Transfers between nonprofit healthcare entities and persons exempt from taxation are exempt. For transactions subject to the full approval requirement, the attorney general must approve or disapprove within 60 days of receipt of notice, with the option to extend the period an additional 90 days for good cause. Separately, for a “nonprofit combination”—a transaction between a nonprofit healthcare entity and another unrelated nonprofit healthcare entity—the party to be acquired must provide notice to the attorney general at least 60 days before closing, with a more limited filing requirement.
• COPA (Ohio Rev. Code § 3727.21 et seq.): Ohio authorizes groups of hospitals to negotiate the allocation of equipment or services to reduce costs, improve access or improve quality, subject to joint approval by the director of health and the attorney general; price-fixing and predatory pricing are excluded. The director may approve only if benefits outweigh competitive disadvantages and at least one statutory goal (cost reduction, access or quality) is likely to be met; approved arrangements receive immunity from state antitrust law and state action immunity from federal antitrust laws. After approval, the director may require progress updates at least every 90 days and may rescind approval if goals are not met; the attorney general retains enforcement authority for out-of-scope conduct.

• CON (Okla. Stat. tit. 63, § 1-850 et seq.): Oklahoma requires a CON for (1) any capital investment or lease of $1 million or more (including predevelopment activities), (2) acquisition of the ownership or operation of an existing long-term care facility—whether by purchase, lease, donation, transfer of stock or interest, management contract, corporate merger, assignment or foreclosure—and (3) any increase in licensed beds, whether through establishment of a new facility or expansion of an existing facility. Enumerated exemptions include small bed increases (no more than 10 beds or 10 percent of licensed capacity, whichever is greater, with specified occupancy and cost conditions), replacement or relocation of existing bed capacity within prescribed distances without a bed increase and certain management agreements meeting disclosure requirements.

• COPA (Or. Rev. Stat. §§ 442.700 et seq.): Oregon authorizes hospitals to enter into cooperative programs for heart and kidney transplant services, subject to approval by the director of the Oregon Health Authority. The director may approve only if applicants demonstrate they will achieve at least six statutory goals (cost reduction, quality, reduced duplication and efficiency required among them) and the director approves the specific anticipated anticompetitive activity; approved arrangements receive immunity from state antitrust law and state action immunity from federal antitrust laws. After approval, a board of governors submits annual reports, the director annually reviews and may modify or revoke approval and any person may file a complaint.
• Healthcare transaction pre-merger notification (Or. Rev. Stat. §§ 415.500 et seq.): Oregon requires 180 days’ pre-closing notice to the Oregon Health Authority for material change transactions—mergers, acquisitions, asset transfers and changes in control—involving broadly defined “healthcare entities” (including hospitals, health systems, carriers, coordinated care organizations and parent entities such as private equity). The filing obligation is triggered when at least one party had average annual revenue of $25 million or more and another party had average annual revenue of at least $10 million over the preceding three fiscal years. The Oregon Health Authority conducts an initial 30-day preliminary review, and if the transaction is not approved at that stage, the authority must conduct a comprehensive review that must be completed within 180 days of filing a complete notice, unless the parties agree to an extension. The authority may approve, approve with conditions or disapprove the transaction.
• Nonprofit hospital conversion review (Or. Rev. Stat. §§ 65.800–65.815): Separately, nonprofit (public benefit or religious) corporations operating hospitals must obtain attorney general approval before transferring hospital assets or control to a noncharitable entity; hospitals operated by political subdivisions are exempt.
• Noncompete restriction (Or. Rev. Stat. §§ 653.295, 653.297): Oregon restricts noncompetition agreements at two levels. A general statute caps enforceable noncompetes at 12 months and voids any agreement where the employer fails to meet advance-notice, minimum-compensation and protectable-interest requirements—this applies to all employees regardless of industry. A separate, stricter statute renders noncompetes between medical licensees and hospitals, hospital-affiliated clinics or management services organizations presumptively void, with narrow exceptions for physician-owners above a statutorily defined equity threshold and for professional medical entities that document recruitment costs and comply with durational limits (which are shorter if the licensee practices in a federally designated health professional shortage area).

• Nonprofit healthcare transactions oversight: Pennsylvania requires parties to a fundamental change transaction involving a nonprofit, charitable healthcare entity—including sales, mergers, consolidations, joint ventures, affiliations and management agreements—to notify the attorney general at least 90 days before consummation. (See Pennsylvania Office of Attorney General, Review Protocol for Fundamental Change Transactions Affecting Health Care Nonprofits.)
• Noncompete restriction (Pa. Stat. Ann. tit. 35, §§ 10321–10327): Pennsylvania voids noncompete covenants entered into after January 1, 2025, between employers and healthcare practitioners—specifically medical doctors, doctors of osteopathy, certified registered nurse anesthetists, certified registered nurse practitioners and physician assistants. Exceptions exist for noncompetes of one year or less where the practitioner was not dismissed and for noncompetes entered in connection with a sale or change-of-control transaction in which the practitioner holds an ownership interest and is a party.

• Healthcare transaction oversight (110-RICR-30-00-5; R.I. Gen. Laws §§ 6-36-1, 6-36-22): Effective January 28, 2026, the Rhode Island attorney general adopted a premerger notification rule requiring medical-practice groups to provide at least 60 days’ notice to the attorney general before closing any transaction that results in a material change to the business or corporate structure of a medical-practice group including, among others, mergers, the employment of substantially all physicians of a group by another group or by a hospital system, the formation of a partnership or joint venture and any transactions involving a significant equity investor. “Significant equity investor” includes private equity groups with a financial interest in a medical-practice group or management services organization. While the rule does not grant the attorney general formal approval rights, the attorney general has antitrust authority by statute to bring actions for anticompetitive behavior.
• CON (R.I. Gen. Laws § 23-15-2 et seq.): Rhode Island requires any healthcare provider or healthcare facility to obtain CON review and approval from the Rhode Island Department of Health (acting through the advisory Health Services Council) before developing or offering new institutional health services or new healthcare equipment above statutorily defined qualifying amounts. Covered activities include establishing a new healthcare facility, making capital expenditures above specified thresholds (adjusted annually for inflation), adding health services or changing bed capacity, offering new tertiary or specialty-care services and acquiring costly new equipment.
• Hospital Conversions Act (R.I. Gen. Laws § 23-17.14-1 et seq.): Rhode Island requires any transaction resulting in a change of ownership or control of 20 percent or more of a hospital’s members, voting rights, membership interests or assets to obtain prior approval from both the attorney general and the Department of Health. The review process varies depending on whether the conversion involves a for-profit or only not-for-profit entities, with the department and attorney general reviewing the application concurrently and issuing a decision within 180 days of acceptance.
• Noncompete restriction (R.I. Gen. Laws §§ 28-59-1 to 28-59-3): Rhode Island enacted the Rhode Island Noncompetition Agreement Act, effective January 15, 2020, which is a general employment statute—not specific to healthcare—that restricts the enforceability of noncompetition agreements for certain categories of workers. Specifically, noncompetition agreements are unenforceable against: (i) employees classified as nonexempt under the federal Fair Labor Standards Act; (ii) undergraduate or graduate students participating in internships or short-term employment; (iii) employees age 18 or younger; and (iv) low-wage employees (defined as those earning no more than 250 percent of the federal poverty level).

• Nonprofit conversion review (S.C. Code § 33-31-1101 et seq.): South Carolina’s Nonprofit Corporation Act governs mergers of nonprofit corporations, including nonprofit hospitals. A plan of merger must be approved by the board of directors and, where applicable, by the requisite vote of the members. Public benefit or religious corporations face additional restrictions on merger partners, generally requiring court approval with notice to the attorney general, and must provide at least 20 days’ advance written notice to the attorney general before consummating a merger into a business or mutual benefit corporation.
• COPA (S.C. Code § 44-7-500 et seq.): Cooperative agreements among healthcare providers, purchasers and provider networks—including mergers, asset acquisitions, service sharing and allocation of patients, personnel, facilities and equipment—that might otherwise be construed as violations of federal or state antitrust laws are subject to a regulatory framework under which parties may apply to the Department of Health and Environmental Control for a COPA, granting antitrust protection in exchange for direct regulatory oversight.
• CON (S.C. Code § 44-7-110 et seq.): South Carolina requires a CON for nursing homes (new construction, bed changes, capital expenditures and equipment above prescribed thresholds and new or expanded health services) and hospitals (new construction and bed complement changes). The purchase, merger or other acquisition of an existing hospital is expressly exempt from CON review.

• Nonprofit transaction review (S.D. L. § 47-24-17): South Dakota requires any nonprofit corporation to give written notice to the attorney general at least 10 days prior to the sale, transfer, conversion or merger of at least 30 percent of the corporation’s assets.
• Noncompete restriction (S.D. Codified Laws §§ 53-9-11 et seq.): South Dakota renders voidable any noncompete provision in a contract entered into on or after July 1, 2023, that restricts a licensed practitioner from practicing within the applicable scope of practice after separating from an employer or dissolving a partnership or other professional relationship. The limitation covers 28 categories of licensed practitioners, including physicians, physician assistants, dentists, optometrists, registered nurses, certified nurse practitioners, physical therapists, pharmacists, psychologists and other behavioral and allied health professionals. The prohibition exempts noncompetes effective upon the sale of a practice or interest in a practice, and provisions restricting a practitioner from soliciting current patients or clients so long as those solicitation provisions meet specified time and geographic limitations.

• CON (Tenn. Code § 68-11-1601 et seq.): Tennessee requires any person to obtain a CON before establishing, relocating or expanding a healthcare institution (including hospitals, nursing homes, ambulatory surgical treatment centers, home care organizations, outpatient diagnostic centers and rehabilitation facilities), changing bed complements or initiating designated clinical services, which may encompass merger-related activity that triggers these thresholds.
• Nonprofit healthcare transaction oversight (Tenn. Code §§ 48-68-202–209): Tennessee requires nonprofit public benefit corporations and governmental entities licensed as hospitals—but not for-profit hospital entities—to provide written notice to the attorney general and reporter before any sale, transfer, lease, merger or other disposition of a material amount of assets or operations, or any transfer of control or governance, to a person other than another public benefit hospital entity under common control.
• COPA (Tenn. Code §§ 68-11-1301 et seq.): Tennessee enables hospitals to enter into cooperative agreements covering mergers, asset combinations, service sharing, pricing and management, subject to approval by the Department of Health with the agreement of the attorney general and reporter. The department may approve only upon clear and convincing evidence that benefits outweigh competitive disadvantages; approved arrangements receive state action immunity from both federal and state antitrust law. After approval, the department reviews each COPA at least annually, and the attorney general may investigate, subpoena witnesses and seek injunction or cancellation in chancery court at any time.
• Noncompete restriction (Tenn. Code § 63-1-148): Tennessee maintains a healthcare-specific noncompete statute that sets presumptive reasonableness standards for the duration and geographic scope of post-employment restrictions on licensed healthcare providers, expressly exempts emergency medicine physicians and provides certain exceptions applicable to the sale or purchase of a healthcare provider’s practice.

• COPA (Tex. Health & Safety Code § 314.001 et seq.): Texas allows hospitals to enter into cooperative agreements subject to approval by the Department of State Health Services. The department may approve if the advantages outweigh the disadvantages to competition and delivery of healthcare. The department shall consult with the state attorney general to determine the competitive effects of the COPA. The state attorney general may issue civil investigation demands and witness testimony to ensure the cooperative agreement meets the statutory requirements for a COPA.
• Nonpublic hospital mergers (Tex. Health & Safety Code § 314A.001 et seq.): Texas enables two or more nonpublic general hospitals in counties with population and adjacency restrictions (generally fewer than 150,000 and not adjacent to large counties) to merge, subject to review and supervision by a governor-designated state agency. The agency may approve only if, under the totality of the circumstances, benefits outweigh competitive disadvantages considering quality, price, access, cost efficiency and payor negotiation ability; approved mergers receive immunity from all federal and state antitrust laws. After approval, the designated agency and optionally the attorney general conduct annual reviews.
• Noncompete restriction (Tex. Bus. & Com. Code §§ 15.50, 15.501): Texas enforces covenants not to compete under a general statute applicable to any employee in any industry, requiring that the covenant be ancillary to an otherwise enforceable agreement and reasonable in time, geographical area and scope of activity. Additionally, Texas imposes heightened requirements on noncompetes entered into by physicians relating to the practice of medicine, including a buyout cap equal to total annual salary, a one-year maximum duration, a 5-mile geographic limit, patient-records and continuity-of-care protections and automatic voidability if the physician is involuntarily discharged without good cause. Effective September 1, 2025, Texas extended the same buyout, duration and geographic restrictions to noncompetes relating to the practice of dentistry, nursing and practice as a physician assistant.

• Noncompete restriction (Utah Code §§ 34-51-102, -201, -202, -203, -301; 34A-5-114): Utah makes void any healthcare noncompete agreement entered into on or after May 6, 2026, meaning any agreement under which a healthcare worker agrees not to engage in services within the scope of the worker’s license after separating from the employer. The statute covers more than 30 categories of licensed professionals—including physicians, advanced practice registered nurses, dentists, psychologists, physical therapists and other behavioral and allied health practitioners—but excludes individuals whose employment does not involve practicing under their license. The prohibition exempts noncompetes in reasonable severance agreements made in good faith at or after termination and noncompetes arising out of the sale of a business. Utah also makes an employer liable for arbitration costs if they bring an action to enforce noncompete, nondisclosure or nonsolicitation agreements that are unenforceable under the law.
• Nonsolicitation restriction (Utah Code § 34–51–206): Utah also voids, effective May 6, 2026, any nonsolicitation agreement that prevents a healthcare worker from informing a patient of the worker’s current or future place of employment—though nonsolicitation agreements that do not restrict patient communications remain permissible.

• Healthcare transaction oversight (Vt. Stat. tit. 18, § 9405c): Vermont requires each licensed hospital to provide notice to the state attorney general at least 90 days before (or as soon as practicable prior to) acquiring a medical practice, meaning any purchase or transfer through which a hospital will own or control the business of a practice in which one or more physicians practice medicine—with no revenue-based size thresholds. This notification requirement applies specifically to hospital acquisitions of medical practices and does not extend to other healthcare transaction types.
• CON (Vt. Stat. tit. 18, §§ 9431–9437, 9444): Vermont requires any healthcare facility to obtain a CON before undertaking covered projects, including construction or capital expenditures above specified thresholds, changes in licensed bed capacity, transfers of more than a 50 percent ownership interest in a healthcare facility (other than a hospital or nursing home), equipment purchases or leases above specified thresholds or offering a new service with annual operating expenses above specified thresholds—which may encompass merger-related activity that triggers these thresholds. Projects exceeding a higher statutory threshold must first obtain a conceptual development phase CON before proceeding to a final certificate.
• Nonprofit conversion review (Vt. Stat. tit. 18, § 9420): Vermont requires nonprofit hospitals to obtain approval from both the Green Mountain Care Board, Vermont’s healthcare regulatory authority, and the attorney general before converting a qualifying amount of nonprofit hospital assets to a for-profit entity—including through sales, mergers or other dispositions. A “qualifying amount” is defined as at least $1 million representing at least 40 percent of the value of the hospital’s assets or an amount that vests control in another person or entity; related conversions are aggregated. Conversions to another nonprofit corporation are generally exempt.

• CON (Va. Code § 32.1-102.1 et seq.): Virginia requires a CON before undertaking covered projects at medical care facilities—including establishing new facilities, increasing beds or operating rooms, adding clinical services and making capital expenditures above a certain threshold—which may encompass merger-related activity that triggers these thresholds.
• Nonprofit healthcare transaction review (Va. Code §§ 32.1-373 to 32.1-375): Virginia requires nonprofit healthcare entities—including tax-exempt organizations owning hospitals, HMOs, nursing homes or continuing care facilities—to provide written notice to the attorney general at least 60 days before any disposition of all or substantially all assets, including sales, mergers, joint ventures or conversions to for-profit status, and to hold a public meeting addressing community healthcare needs.

• COPA (Va. Code § 15.2-5384.1): Virginia enables hospitals in defined geographic areas to enter into cooperative agreements with other hospitals in the commonwealth, subject to review and recommendation by the Southwest Virginia Health Authority and final approval by the commissioner of health in consultation with the attorney general. The commissioner may approve only if benefits outweigh competitive disadvantages, considering quality, population health, cost-efficiency, Medicaid participation and total cost of care; approved arrangements receive state action immunity from both state and federal antitrust laws. After approval, the commissioner exercises active and continuing supervision with annual reporting on price, cost, quality and access, and may conduct inspections, require modifications or revoke.

• Healthcare transaction review (Wash. Rev. Code § 19.390.010 et seq.): Washington requires parties to provide notice to the state attorney general for certain mergers, acquisitions or contracting affiliations involving hospitals, hospital systems or provider organizations representing seven or more providers, at least 60 days before closing. The statute applies to transactions between two or more covered entities that did not previously have a contracting affiliation or common ownership, including transactions involving out-of-state entities that generate $10 million or more in healthcare services revenue from Washington residents. Beginning June 11, 2026, the types of transactions covered under Washington’s healthcare transaction law expand to include any transaction resulting in a change of ownership or control of a hospital, hospital system or provider organization, or significant acquisitions, sales or transfers of such entities’ assets, including real property sale-leaseback transactions.
• Premerger notification (Wash. Rev. Code § 19.420.010 et seq.): Effective July 27, 2025, Washington’s Uniform Antitrust Premerger Notification Act (SB 5122) requires persons filing federal Hart-Scott-Rodino Act (HSR) notifications to contemporaneously file a complete electronic copy of the HSR form with the state attorney general where (i) the person has its principal place of business in Washington; (ii) the person (or a person it controls directly or indirectly) had annual net sales in Washington of the goods or services involved in the transaction of at least 20 percent of the HSR filing threshold; or (iii) the person is a healthcare provider or provider organization conducting business in Washington. For providers and provider organizations, providing a copy of such HSR filing to the state attorney general satisfies the notice requirement under Washington’s healthcare transaction law.
• CON (Wash. Rev. Code § 70.38.015 et seq.; Wash. Admin. Code § 246-310-001 et seq.): Washington’s CON program requires prior approval for certain healthcare facility transactions and activities. Notably, CON approval is required for the sale, purchase or lease of part or all of an existing Washington-licensed hospital.
• Noncompete restriction (Wash. Rev. Code § 49.62): Although not specific to healthcare, Washington state enacted ESHB 1155, signed into law on March 23, 2026, which voids and renders unenforceable virtually all noncompetition covenants effective June 30, 2027.

• CON (W. Va. Code R. 65-32-3 et seq.): Certain new health services in West Virginia may not be acquired, offered or developed without a CON.

• COPA (W. Va. Code § 16-29B-28 et seq.): The West Virginia Health Care Authority is empowered to review, approve or deny cooperative agreements between a qualified hospital—defined as an academic medical center or accredited academic hospital—and one or more other hospitals or healthcare providers. The authority must approve the cooperative agreement, with the written concurrence of the attorney general, upon a finding that the likely benefits outweigh the disadvantages attributable to a reduction in competition.

• Healthcare transaction review (Wis. Stat. § 165.40): The Wisconsin attorney general, Department of Health Services and Office of the Commissioner of Insurance must review and approve any proposed acquisition of a hospital or system of hospitals owned by a nonprofit corporation, city, county, the state or the University of Wisconsin Hospitals and Clinics Authority. An acquisition of a hospital must notify the state attorney general at least 30 days before the offer to purchase is made. For a proposed acquisition of a system of hospitals, written notice must be provided to these entities at least 30 days before the offer is made; for a single hospital, the application for review is submitted at the time the offer to purchase or lease is made. These requirements do not apply when the acquirer is a state agency, a local agency or another nonprofit corporation that meets certain statutory criteria, including having a substantially similar charitable healthcare purpose, maintaining 501(c)(3) status and ensuring community representation on the board of the acquired hospital.
• COPA (Wis. Stat. § 150.85): Healthcare providers may enter into cooperative agreements that would otherwise be subject to Wisconsin’s Antitrust Act, subject to approval by the Department of Health Services. The department may approve only if benefits substantially outweigh competitive disadvantages and any competition reduction is reasonably necessary to obtain the benefits; approved holders are exempt from Chapter 133 (state antitrust law), though the statute does not expressly address federal antitrust immunity. After approval, the department may revoke if benefits no longer outweigh disadvantages, and parties must file termination notices within 30 days.
• Noncompete restriction (Wis. Stat. § 103.465): Generally, in Wisconsin, a noncompete covenant between an employee and employer is lawful and enforceable only if the restrictions—limited to a specified territory and time period—are reasonably necessary to protect the employer’s interests. Notably, if any part of the covenant is found to impose an unreasonable restraint, the entire covenant is rendered illegal, void and unenforceable.

• Nonprofit conversion review (Wyo. Stat. §§ 17-19-1101 to 17-19–1117): Wyoming does not generally require pre-merger notification or approval for hospital mergers. However, under the Wyoming Nonprofit Corporation Act, mergers involving a public benefit or religious corporation with a business or mutual benefit corporation require notice to the secretary of state at least 20 days prior to consummation. District courts have prior approval authority over certain nonprofit mergers and must find the transaction is in the public interest.
• COPA (Wyo. Stat. § 35-24-101 et seq.): Wyoming’s Health Care Cooperative Arrangements Act enables healthcare providers, purchasers and third-party payors to enter cooperative arrangements that might otherwise violate antitrust law, subject to approval by the director of the Wyoming Department of Health. Approved arrangements receive immunity from federal and state antitrust liability. The director may only approve arrangements likely to result in improved healthcare quality, access, lower costs and a comprehensive healthcare system. After approval, the parties must submit annual data on the transaction, and the department can determine if the parties are in compliance. If not in compliance, the department can revoke the COPA.

• Noncompete restriction (Wyo. Stat. § 1-23-108): With limited exceptions, Wyoming generally voids covenants not to compete that restrict a person’s right to receive compensation for skilled or unskilled labor. Additionally, Wyoming voids covenants restricting a physician’s right to practice medicine upon termination of employment, partnership or corporate affiliation. A departing physician may disclose their continuing practice and new contact information to any patient with a rare disorder whom the physician was treating prior to termination.

• Nonprofit conversion review (D.C. Code §§ 44-601 through 44-610): The district requires a nonprofit healthcare entity to obtain the approval of the attorney general before executing any conversion to a for-profit entity to ensure that charitable assets are adequately protected. (See D.C. Code § 44-603).

• CON (D.C. Code §§ 44-401 through 44-421): The district’s CON program, administered by the State Health Planning and Development Agency (SHPDA), requires a CON for proposing or developing a new institutional health service, obligating capital expenditures above specified thresholds or acquiring effective control of an existing healthcare facility—defined as the transfer of 50 percent or more of stock, ownership interest or operating assets, or gaining the ability to elect a majority of the board—though a streamlined waiver process is available for ownership changes meeting specified certifications and conditions. Approval is required to close. Under the streamlined process, notice must be provided at least 60 days before the transaction, and SHPDA shall issue the CON within 60 days unless it makes negative findings based on clear and convincing evidence; standard review takes 90 days with one 30-day extension.

• Noncompete restriction (D.C. Code § 32-581.03): The District of Columbia broadly bans noncompete agreements but permits them for highly compensated employees (including healthcare employees). Noncompete provisions may not exceed 365 calendar days for nonspecialists or 730 calendar days for medical specialists.