New York Budget Omits Changes to State's "Disclosure of Material Transactions" Law

In a prior blog post, we summarized proposed legislation included in New York Gov. Kathy Hochul's state fiscal year (FY) 2025-2026 budget that would have subjected "material transactions" to additional disclosure and reporting obligations and the transactions to greater scrutiny. Notably, proposed amendments to Article 45-A of the Public Health Law would have expanded existing notice and disclosure requirements – including, if requested, a full cost and market impact review (CMIR) – and, critically, permitted the New York State Department of Health (DOH) to delay the closing of the transaction if necessary to review such CMIR. The version of the bill signed into law on May 9, 2025, omitted these amendments in their entirety.

Stakeholders can breathe easy – for now – but should remain on high alert that some or all of the proposed bill could be reintroduced in future legislative sessions. In addition, while a set of FAQs was released in March clarifying some (but not all) of the statutory disclosure and reporting requirements, DOH has yet to promulgate regulations, and a "Material Transactions Form" is still under development. Parties to proposed material transactions should therefore continue to use good faith efforts to comply with existing reporting instructions set forth in the law and FAQs and on the DOH website and submit specific questions to materialtransactiondisclosure@health.ny.gov.

Holland & Knight healthcare attorneys are also available to answer your questions, and we will continue to monitor the proposed legislation and any pending regulations as they become available.