Rhode Island Enacts Transaction Notice Requirements for Medical Groups

After unveiling a series of healthcare-related proposals aimed at providing "immediate relief and long-term solutions for Rhode Island's failing health care system" in 2025, Rhode Island Attorney General (AG) Peter Neronha adopted on January 8, 2026, a final rule to require premerger notification of certain material corporate transactions involving "medical-practice groups" (i.e., medical groups in any corporate form), including transactions with private equity firms. The final rule will take effect on January 28, 2026.

As described in Holland & Knight's previous summary of the proposed rule, adoption of the final rule followed a period of public comment, which closed on July 23, 2025. A public hearing was held on July 8, 2025, and, after reviewing public comments, the AG adopted the final rule with no substantive changes but one notable exception.

Now the final rule's definition of a "material change" expressly excludes medical practice group transactions involving a solo practice transferring ownership or control resulting from the death or retirement of the solo practitioner. Other changes were largely technical edits and, therefore, the summary of the final rule is consistent with Holland & Knight's recap of the proposed rule.

Rhode Island Also Considers Proposed Transaction Review and Significant Equity Investor Disclosure Legislation

As further evidence of the state's attention to transparency, state oversight and regulation of healthcare entities and private equity investors, the Rhode Island Legislature on January 21, 2026, introduced H 7172. If enacted in its current form, the bill would create the Health Care and Social Services Transaction Review and Significant Equity Investor Disclosure Act and require advance notice and enhanced disclosure for significant changes in ownership or control of entities providing healthcare and social services in the state. H 7172 mandates that parties involved in a "material change" must notify the Rhode Island Department of Health and AG at least 60 days before the change takes effect. The bill defines a "material change" as a merger, acquisition or other transaction that alters ownership or control of a "covered care entity" (which includes licensed healthcare facilities, behavioral health organizations and certain residential facilities). This notice must detail the following: 1) parties involved, 2) transaction structure and 3) post-transaction ownership and governance.

For transactions involving a "significant equity investor," (i.e., a private equity company or any investor holding 10 percent or more of an entity's equity or governance rights), the state may require additional information, such as financial statements and management agreements, and can mandate up to five years of post-transaction reporting to monitor impacts on service availability, cost and workforce stability. The bill also includes provisions for confidentiality of sensitive information, enforcement with civil penalties of up to $10,000 per day for noncompliance and coordination with existing laws, such as the Hospital Conversions Act, to avoid duplicative filings.

Holland & Knight will provide updates on H 7172 as they become available. In the meantime, please contact the authors with any questions.