Massachusetts Health Policy Commission Unveils Major Regulatory Overhaul

The Massachusetts Health Policy Commission (HPC) has unveiled proposed amendments to three regulations implementing a statutory expansion of its regulatory authority over healthcare market transactions, investor oversight and funding for the HPC's operations.

958 CMR 6.00: Registration of Provider Organizations

The amendments to the Massachusetts Registration of Provider Organizations (MA-RPO) program expand registration requirements, particularly for entities with private equity involvement.

Revised Registration Criteria

Provider Organizations must register if they meet either of these thresholds:

• organizations that negotiate contracts on behalf of providers who collectively received $25 million or more in Net Patient Service Revenue (NPSR) from all payers and had a patient panel exceeding 15,000
• organizations that qualify as risk-bearing providers

Notably, the revised regulations utilize the term "payer," defined as any entity (excluding individuals) that pays providers for healthcare services. This broad definition explicitly encompasses governmental entities, private organizations, third-party administrators and self-insured plans within Employee Retirement Income Security Act of 1974 limitations. In addition, the patient panel measurement period has been extended from 36 months to five years.

New Definitions and Enhanced Reporting

The proposed regulations introduce new definitions intended to expand the HPC's authority to collect information regarding transactions that relate to a healthcare real estate investment trust, management services organization, private equity company or other significant equity investor. They permit monitoring of organizations with direct or indirect private equity investment, allowing quarterly reporting requirements and disclosure of information from any significant equity investor associated with a registered provider organization.

The proposed regulation establishes a graduated enforcement process:

• Initial Notice Process. The MA-RPO program notifies potential non-registrants, who must respond within two weeks with either confirmation of intent to file or documentation demonstrating that they do not meet the applicable registration criteria.
• Noncompliance Notice. If an organization fails to comply with the initial notice, the MA-RPO program provides formal written notice that failure to comply within two weeks may result in penalties.
• Penalties for Noncompliance. Penalties include financial penalties of up to $25,000 per week for each delay without just cause and prohibition from negotiating, representing or acting on behalf of providers in establishing contracts with payers.

958 CMR 7.00: Notice of Material Change and Cost and Market Impact Reviews

The proposed amendments expand the definition of "material change" to include:

• transactions involving significant equity investors resulting in ownership/control changes
• significant acquisitions, sales or transfers of assets, including real estate leasebacks
• conversions from nonprofit to for-profit status
• significant capacity expansions that either require Determination of Need filings or would increase annual NPSR by at least the revenue increase threshold of $10 million
• clinical affiliations between two or more providers or provider organizations that each had annual NPSR at or above the Notice of Material Change (MCN) filing threshold in the preceding fiscal year
  • "Clinical affiliation" includes arrangements involving co-branding, co-located services, substantial staffing of hospital service lines, electronic health record (EHR) interconnectivity funding, preferred provider relationships, regular telemedicine services or discount arrangements – excluding affiliations solely for clinical trials or graduate medical education programs.

Notable Proposed Definition Updates

• "Healthcare Services" includes pharmacy services.
• "Significant Equity Investor" encompasses any private equity company holding (or that would hold post-transaction) a financial interest in a provider, provider organization, or management services organization. The definition also includes any investor, investor group or entity possessing direct or indirect equity of more than 10 percent in such organizations. The definition specifically excludes venture capital firms that exclusively fund startups or early-stage businesses, as well as licensed healthcare practitioners who actively practice their profession while maintaining full or partial ownership in the provider or provider organization.

Filing Thresholds

The proposed regulation establishes specific financial thresholds that trigger reporting obligations for proposed transactions with an automatic adjustment mechanism. Under the proposed regulations, a transaction would be reported if one party to the transaction has NPSR from patients or operations in Massachusetts of at least $25 million or the transaction would result in an increase in Massachusetts NPSR of $10 million. These thresholds will be adjusted annually based on healthcare inflation.

Enhanced Review Process

The proposed regulation authorizes the HPC to request information from any provider, provider organization, carrier or other party to the material change, with specific authority to require information from significant equity investors. Particularly noteworthy is the HPC's new authority to conduct post-transaction monitoring for five years, imposing ongoing regulatory compliance obligations long after deal closure. The proposed regulations also introduce a brightline 10 percent ownership threshold for establishing "control," meaning minority investors may be obligated to comply with regulatory filing obligations. Finally, the proposed regulation prevents MCN filings from being considered complete if any party to the transaction is noncompliant with registration requirements, creating a powerful incentive toward compliance.

Failure to File

If the HPC determines a provider or provider organization failed to file a timely or complete MCN, the HPC may refer the provider or provider organization to the Massachusetts Attorney General.

958 CMR 9.00: Assessment on Certain Healthcare Providers and Pharmacy Benefit Managers

The HPC proposes a substantial restructuring of its funding mechanism, reducing the proportional contribution from hospitals and ambulatory surgical centers from 50 percent to 40 percent while introducing a new 10 percent assessment on pharmacy benefit managers (PBMs). Notably, the proposal declines to implement statutorily authorized assessments on pharmaceutical manufacturers and certain high-revenue non-hospital providers, citing potential conflicts with federal law.

Given funding urgency, the HPC seeks to adopt this proposed regulation on an emergency basis, making it effective immediately upon approval rather than following the standard implementation timeline. This emergency adoption would remain in effect for three months before becoming permanently implemented following completion of the formal comment period.

Next Steps

The HPC will hold a virtual public hearing on March 12, 2026, to provide stakeholders an opportunity to voice concerns directly to regulators. Written comments will be accepted through March 20, 2026. All feedback should be submitted via email, with specialized email addresses available for regulation-specific comments:

• for registration of provider organizations (958 CMR 6.00)
• for MCNs (958 CMR 7.00)

The HPC board of directors plans to finalize and adopt these regulations at its April 16, 2026, meeting, leaving a narrow window for industry input. Given the compressed timeline and substantial operational impacts, healthcare organizations should promptly evaluate how these proposed regulations may affect their operations and consider submitting comments to help shape the final regulatory framework.

For assistance analyzing these regulations or developing effective comments, please contact the authors.

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