On April 16, 2026, the Massachusetts Health Policy Commission (HPC) approved amendments to its Material Change Notice (MCN) regulations at 958 CMR 7.00 (the Amended Regulations), which went into effect on May 8, 2026. As background, following the 2025 passage of health care legislation that expanded the HPC’s health care market oversight responsibilities, the HPC proposed amended MCN regulations in February 2026 for review and comment that broadened the MCN process and gave the HPC greater latitude to conduct Cost and Market Impact Reviews (CMIRs) (see our analysis here). The Amended Regulations are largely consistent with the proposed regulations, but include a few changes apparently influenced by stakeholder comments.

The Amended Regulations include the newly defined thresholds for filing MCNs, new categories of investors subject to MCN filing requirements, an expanded scope of review and authority for the HPC, and additional post-transaction review processes.

At an April 16 Public Meeting to review the proposed regulations, the HPC sought to address concerns from commenters by explaining the agency’s rationale for certain changes and making adjustments. The HPC also noted that it would promulgate sub-regulatory guidance on certain issues, including how pharmacy revenue should be counted for the purpose of Net Patient Service Revenue, as well as further describing the definition of “control” for purposes of charitable relationships. Notably, in connection with the finalization of the Amended Regulations, the HPC has already issued sub-regulatory guidance on the MCN Amended Regulations on May 21, 2026 (available here), as well as an updated MCN Form (available here) for use starting May 19, 2026.

Below, we summarize the key provisions of the Amended Regulations approved by the HPC, including in bold italics any departure from the language of the amendments as previously proposed by the HPC:

  1. New MCN definitions: The Amended Regulations add new definitions that impact MCN filing obligations, including the following definitions allowing for regular adjustment of monetary filing thresholds by the HPC and establishing the type of owners/investors now subject to the MCN filing requirement, and any exceptions thereto:
    • MCN Filing Threshold and Revenue Increase Threshold: Prior regulations applied MCN reporting requirements to providers/provider organizations with more than $25 million in Net Patient Service Revenue (NPSR) as well as to certain transactions that would result in an increase of more than $10 million in NPSR.
      • The Amended Regulations formally define these monetary thresholds, setting $25 million in NPSR as the “MCN Filing Threshold” (applicable to MCN reporting associated with clinical affiliations) and $10 million in NPSR as the “Revenue Increase Threshold” (applicable to MCN reporting associated with mergers, acquisitions, certain other affiliations, and significant capacity increases).
      • These monetary thresholds will now be subject to annual adjustment by the HPC.
    • Private Equity Company and Significant Equity Investor:
      • The Amended Regulations newly define the term “Private Equity Company” in broad terms to refer to any entity that collects capital investments, however organized, and which purchases directly or through another owned or controlled entity, a direct or indirect ownership share of a provider, provider organization, or management services organization (MSO).
      • The Amended Regulations separately define “Significant Equity Investor” as a Private Equity Company that holds—or would hold, following a proposed transaction—any financial interest in a provider, provider organization, or MSO; or any investor that holds—or would hold, following a proposed transaction—equity amounting to more than 10 percent of a provider, provider organization, or MSO.
      • Both defined terms include narrow exceptions for venture capital firms exclusively engaged in funding start-ups and early stage businesses; and Significant Equity Investors exclude individual licensed health care providers who practice medicine, dentistry or another health care profession as a full or partial owner of the provider or provider organization.
  2. MCN-triggering transactions: The Amended Regulations clarify the scope of certain transactions already subject to the MCN process, including:
    • Mergers or affiliations involving both a provider or provider organization and an insurance carrier, and acquisitions of a provider or provider organization by an insurance carrier (and vice versa).
    • Mergers with or acquisitions of hospitals or hospital systems.
      • The final Amended Regulations removed additional language here that would have also referenced mergers with or acquisitions of a provider or provider organization by a hospital or hospital system, which per the HPC was done because such transactions are already captured elsewhere as material changes.
    • Mergers, acquisitions, or affiliations (including corporate affiliations, contracting affiliations, and employment of health care professionals) where: (a) the arrangement is between providers, or involves one of the following: a provider organization, an MSO that establishes contracts with insurance carriers or third-party administrators, or an entity that represents health care providers (including out-of-state providers) in contracting with payers for health care services; and (b) such arrangement would result in an increase in one party’s NPSR equal to or greater than the Revenue Increase Threshold (defined above), or in one party gaining a dominant market share (as such term is defined in these regulations) in a given service area or region.
      • The final Amended Regulations added a carveout here for entities representing out-of-state providers to clarify that this will only require the MCN if the proposed transaction is with or on behalf of a Massachusetts provider, provider organization, or MSO.
    • Clinical affiliations between two or more providers or provider organizations that each have an NPSR greater than the MCN Filing Threshold. The Amended Regulations specify arrangements that explicitly constitute clinical affiliations covered under this requirement, as follows: co-branding, co-located services, complete or substantial staffing of an acute hospital service line, funding EHR interconnectivity, regular and ongoing provision of telemedicine services, preferred provider relationships, and discount arrangements. The Amended Regulations maintain the pre-existing exclusion for affiliations solely related to clinical trials or graduate medical education programs.
    • Any form of partnership, joint venture, accountable care organization, parent corporation, MSO, or other organizational structure created to administer contracts with insurance carriers, third party administrators, or other contractors.

The Amended Regulations also add new categories of transactions subject to MCN review, with minor changes from the regulations as proposed, as noted below:

  • Any significant increase to a provider or provider organization’s capacity, including:
    • Any increase to capacity that would trigger the Determination of Need (DoN) process due to a Substantial Capital Expenditure (as defined in the DoN regulations at 105 CMR 100.000). The Amended Regulations narrowed this requirement—as proposed, this category would also have included any other basis meeting the monetary criteria for a Substantial Capital Expenditure.
    • Any increase to capacity that would result in an increase to the provider’s NPSR equal to or greater than the Revenue Increase Threshold (set at $10 million currently) based on expected revenue from the planned capacity (e.g., any increases to operational capacity that do not meet the DoN monetary thresholds for Substantial Capital Expenditures but will result in NPSR increasing at least $10 million).
  • Any transaction involving a Significant Equity Investor, including a Private Equity Company (as each are defined above), that results in a partial or complete change of ownership or control of a provider, provider organization, or MSO that provides support for negotiating or establishing contracts with carriers or third-party administrators.
  • Any real-estate lease backs involving the sale of real property used to deliver healthcare services, as well as other significant acquisitions, sales, or transfers of assets to be specified by the HPC in forthcoming guidance. The Amended Regulations deferred to the HPC to further define this category, in response to commenters’ concerns about its broad scope as proposed.
  • Any conversion of a provider or provider organization from a non-profit entity to a for-profit entity.
  1. Additional CMIR authority: In addition to its expanded MCN scope, the HPC is authorized under the Amended Regulations to conduct a CMIR if a proposed material change is “likely to have a significant impact” on the competitive market or on the Commonwealth’s ability to meet its financial goals pursuant to the Health Care Cost Growth Benchmark, a metric for cost containment established and updated annually by the HPC. The Amended Regulations also give the HPC discretion to conduct a CMIR on any provider organization that exceeded the Health Care Cost Growth Benchmark in the previous year, as reported by CHIA. No changes were made to the amendments as proposed.
  2. Expanded review and enforcement authority relevant to the MCN and CMIR processes: Under the Amended Regulations, the HPC has expanded authority to request information from parties to a transaction and certain other market participants. While the authority to request documents and other materials is not new, the Amended Regulations add Significant Equity Investors to those parties from whom information may be requested, including information about the entity’s capital structure, general financial condition, ownership and management, and audited financial statements. HPC may also request information from payers related to a particular MCN. No changes were made to the amendments as proposed.
  3. Post-transaction review of material changes: The Amended Regulations allow the HPC to conduct post-transaction reviews of material changes for up to five years, at its discretion. Under its post-transaction review authority, the HPC would be able to require parties to a material change to submit any data and information it deems necessary to assess the post-transaction impacts, and to make referrals to the Attorney General or other state or federal agencies as appropriate. No changes were made to the amendments as proposed.
  4. MCN Filing Deadline: Where a proposed transaction or other arrangement requires the filing of an MCN and a DoN, the Amended Regulationsclarify that the MCN must be filed with the HPC no later than the date of filing of the DoN application. The Amended Regulations maintain the current requirement that all MCNs be filed not less than 60 days prior to the proposed effective date of a material change.
    • In its proposed amendments, the HPC had sought to require concurrent filing of the MCN and the DoN application.

Key Takeaways

The Amended Regulations preserve the core expansion of scope and authority proposed by the HPC in February, 2026, which entities have already been subject to in large part since the HPC’s Bulletin HPC-2025-01 guidance that went into effect on April 8, 2025. Health care organizations and investors should carefully review any upcoming organizational changes that may newly trigger MCN requirements or a CMIR process under the Amended Regulations. Of note, recent MCN filings show a significant increase in filings by significant equity investors. We will continue to monitor the HPC’s implementation of the Amended Regulations and the agency’s guidance.

Photo of Conor Duffy Conor Duffy

Conor Duffy is co-chair of Robinson+Cole’s Health Law Group and a member of the firm’s Data Privacy + Security Team. Mr. Duffy advises hospitals, physician groups, accountable care organizations, community providers, post-acute care providers, and other health care entities on general corporate matters…

Conor Duffy is co-chair of Robinson+Cole’s Health Law Group and a member of the firm’s Data Privacy + Security Team. Mr. Duffy advises hospitals, physician groups, accountable care organizations, community providers, post-acute care providers, and other health care entities on general corporate matters and health care issues. He provides legal counsel on a full range of transactional and regulatory health law issues, including contracting, licensure, mergers and acquisitions, the False Claims Act, the Stark Law, Medicare and Medicaid fraud and abuse laws and regulations, HIPAA compliance, state breach notification requirements, and other health care regulatory matters. Read his full rc.com bio here.

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Photo of Ivy Miller Ivy Miller

Ivy Miller is a member of Robinson+Cole’s Health Law Group, providing counsel on the full spectrum of health law matters to health care organizations, including health systems, physician groups, hospitals, and other health care providers and suppliers. Ivy regularly advises clients on corporate…

Ivy Miller is a member of Robinson+Cole’s Health Law Group, providing counsel on the full spectrum of health law matters to health care organizations, including health systems, physician groups, hospitals, and other health care providers and suppliers. Ivy regularly advises clients on corporate and transactional matters, privacy and security issues, and federal and state health care fraud and abuse compliance, helping them navigate a complex and ever-evolving legal and regulatory environment. Read her full rc.com bio here.

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