Skip to main content

Nixon Peabody LLP

  • People
  • Capabilities
  • Insights
  • About
Trending Topics
    • People
    • Capabilities
    • Insights
    • About
    • Locations
    • Events
    • Careers
    • Alumni
    Practices

    View All

    • Affordable Housing
    • Community Development Finance
    • Corporate & Finance
    • Cybersecurity & Privacy
    • Entertainment & Media
    • Environmental
    • Franchising & Distribution
    • Government Investigations & White Collar Defense
    • Healthcare
    • Intellectual Property
    • International Services
    • Labor, Employment, and Benefits
    • Litigation
    • Private Wealth & Advisory
    • Project Finance
    • Public Finance
    • Real Estate
    • Regulatory & Government Relations
    Industries

    View All

    • Aviation
    • Cannabis
    • Consumer
    • Energy
    • Financial Services
    • Healthcare
    • Higher Education
    • Infrastructure
    • Manufacturing
    • Nonprofit Organizations
    • Real Estate
    • Sports & Stadiums
    • Technology
    Value-Added Services

    View All

    • Alternative Fee Arrangements

      Developing innovative pricing structures and alternative fee agreement models that deliver additional value for our clients.

    • Continuing Education

      Advancing professional knowledge and offering credits for attorneys, staff and other professionals.

    • Crisis Advisory

      Helping clients respond correctly when a crisis occurs.

    • DEI Strategic Services

      Providing our clients with legal, strategic, and practical advice to make transformational changes in their organizations.

    • eDiscovery

      Leveraging law and technology to deliver sound solutions.

    • Environmental, Social, and Governance (ESG)

      We help clients create positive return on investments in people, products, and the planet.

    • Global Services

      Delivering seamless service through partnerships across the globe.

    • Innovation

      Leveraging leading-edge technology to guide change and create seamless, collaborative experiences for clients and attorneys.

    • IPED

      Industry-leading conferences focused on affordable housing, tax credits, and more.

    • Legal Project Management

      Providing actionable information to support strategic decision-making.

    • Legally Green

      Teaming with clients to advance sustainable projects, mitigate the effects of climate change, and protect our planet.

    • Nixon Peabody Trust Company

      Offering a range of investment management and fiduciary services.

    • NP Capital Connector

      Bringing together companies and investors for tomorrow’s new deals.

    • NP Second Opinion

      Offering fresh insights on cases that are delayed, over budget, or off-target from the desired resolution.

    • NP Trial

      Courtroom-ready lawyers who can resolve disputes early on clients’ terms or prevail at trial before a judge or jury.

    • Social Impact

      Creating positive impact in our communities through increasing equity, access, and opportunity.

    • Women in Dealmaking

      We provide strategic counsel on complex corporate transactions and unite dynamic women in the dealmaking arena.

    1. Home
    2. Insights
    3. Articles
    4. Rhode Island proposes pre-merger notification rule for medical practice groups

      Articles

    Article

    Rhode Island proposes pre-merger notification rule for medical practice groups

    July 2, 2025

    LinkedInX (Twitter)EmailCopy URL

    By Meghan Hopkins and Meredith LaMasterLindsay Ing, a legal intern in Nixon Peabody’s Healthcare practice and a 2026 JD candidate at Loyola University Chicago School of Law and assisted with the preparation of this article.

    Recently, Rhode Island Attorney General Peter F. Noronha announced a proposed Pre-Merger Notification Rule for Medical-Practice Groups that introduces disclosure requirements for certain transactions involving physician groups, hospital systems, and private equity investors in Rhode Island. The proposed rule is intended to enhance regulatory oversight of healthcare consolidations that could have implications for competition and patient access. By focusing on transactions that may not trigger federal review thresholds, the proposed rule, which relies on the Attorney General’s antitrust authority vested in R.I. Gen. Laws § 6-36-1, seeks to expand state-level scrutiny of mergers and acquisitions in the healthcare sector. 

    Key features of the proposed rule

    The proposed rule applies to a range of transactions involving Rhode Island-based medical practice groups. “Medical-practice group” is defined in the proposed rule as “a single legal entity formed primarily for the purpose of being a physician group practice in any organizational form recognized by the state in which the group practice achieves its legal status, including, but not limited to, a partnership, professional corporation, limited-liability company, limited liability partnership, foundation, not-for-profit corporation, faculty practice plan, or similar association.” 

    Pursuant to the proposed rule, any transaction that results in a “material change” to the business or corporate structure of a medical-practice group requires prior written notification to the attorney general of such material change. The proposed rule defines “material change” broadly to capture various structural, ownership, and financial transactions that may affect competitive dynamics in the state’s healthcare market.

    Transactions that would be subject to the notification requirements under the proposed rule include, but are not limited to: 

    • The merger, consolidation, or other affiliation of a medical-practice group that results in another medical-practice group comprised of eight (8) or more physicians, physician assistants, or nurse practitioners (Providers);
    • The merger, consolidation, or other affiliation of a medical-practice group with a hospital, hospital system, medical foundation, or other entity organized or controlled by such hospital or hospital system; 
    • The acquisition of all or substantially all of the properties, assets, capital stock, membership interests, or other equity interests of a medical practice group by: (1) another medical practice group that results in a medical-practice group comprised of eight (8) or more Providers; or (2) a hospital, hospital system, captive professional entity, medical foundation, or other entity organized or controlled by such hospital or hospital system;
    • The employment of all or substantially all of the physicians of a medical-practice group by: (1) another medical-practice group that results in a medical-practice group composed of eight (8) or more Providers; or (2) a hospital, hospital system, captive professional entity, medical foundation, or other entity organized or controlled by, or otherwise affiliated with, such hospital or hospital system;
    • The acquisition of one (1) or more insolvent medical-practice groups by: (1) another medical-practice group that results in a medical-practice group with eight (8) or more Providers; or (2) a hospital, hospital system, captive professional entity, medical foundation, or other entity organized or controlled by, or otherwise affiliated with, such hospital or hospital system; 
    • The formation of a partnership, joint venture, accountable care organization, parent corporation, management services organization, or other organization created for administering contracts with health insurance carriers or third-party administrators or current or future contracting on behalf of one or more medical-practice groups;
    • Transactions involving a significant equity investor that result in a change of ownership or control of a medical practice group.

    Pursuant to the proposed rule, parties to such transactions would be required to provide written notice to the Attorney General at least sixty (60) days prior to the effective date of the transaction. The advance notice will enable the Attorney General’s office to review the transaction and consider whether such a transaction raises competitive concerns.

    Compliance form

    The Attorney General will post a form on its website that will prompt the parties to transactions required to be reported under the proposed rule to provide the following information: 

    • The parties involved in the transaction; 
    • A narrative describing the nature and purpose of the proposed material change; 
    • All locations where health services are presently being provided by each party to the transaction;
    • Any new services and locations being considered by the parties upon the closing of the transaction; 
    • The anticipated effective date of the transaction; and 
    • Contact information for all parties to the transaction. 

    Penalties

    The penalty for failing to provide the required notification under the proposed rule may be up to $200 per day (starting on the 59th day prior to the effective date of the transaction) and $100,000 for failing to provide notice after a transaction’s effective date. The Attorney General may also pursue injunctive relief to pause the closing of any proposed transaction until the parties comply with the rule.

    How Rhode Island’s proposed rule fits within broader trends

    Rhode Island’s proposed rule takes a focused approach to healthcare transactions. Washington’s Senate Bill 5122, which will become effective on July 27, 2025, requires state-level notification for transactions already subject to federal Hart-Scott-Rodino review, while Rhode Island introduces its own specific thresholds. In comparison, Massachusetts’s House Bill 5159, which went into effect on July 1, 2025, adopts a broader scope, applying to a wider range of healthcare entities, including hospitals, providers, insurers, and significant investors, and types of transactions, including nonprofit to for-profit conversions. The Massachusetts rule also requires pre-notification and market reviews with explicit attention to cost and health equity impacts. While both Massachusetts and Rhode Island introduce state-level scrutiny beyond federal requirements, Rhode Island’s proposal is more narrowly focused on medical-practice groups, with specific criteria aimed at consolidations involving provider groups and private equity ownership.

    Compliance implications for healthcare providers and investors

    The proposed rule could affect a range of entities contemplating mergers, acquisitions, or other business arrangements involving Rhode Island-based medical practices. Legal counsel and compliance teams would have to evaluate whether planned transactions meet the criteria for a “material change” under the proposed rule and prepare for the sixty- (60-) day notice requirement. Transactions that might not otherwise attract federal scrutiny, such as smaller physician group mergers or private equity acquisitions, could be subject to state-level review under this proposal. 

    Failure to comply with the proposed rule could result in penalties and delays. Entities should consider conducting a thorough review of transaction structures and timelines to determine whether notification would be required. Preparing the necessary documentation and engaging with the Attorney General’s office early in the transaction process might help mitigate potential compliance risks.

    Looking forward

    Rhode Island’s proposed Pre-Merger Notification Rule for Medical Practice Groups reflects a growing interest in monitoring healthcare consolidation at the state level, particularly when private equity companies are involved. By expanding pre-notification requirements to include a wider range of transactions, the proposal purports to help the Attorney General’s office identify potential competitive concerns before they materialize. For providers, investors, and legal advisors, understanding the scope and requirements of the proposed rule will be essential for navigating transactions involving Rhode Island-based medical practices. As the proposed rule advances through the regulatory process, stakeholders should remain attentive to further developments and consider early compliance planning for upcoming transactions.

    Locations

    Providence

    Practices

    Healthcare

    Industries

    Healthcare

    Insights And Happenings

    • Alert

      Rhode Island enacts Medical Spas Safety Act

      July 2, 2025
    • Alert

      New York broadens nurse protocol authority to include physician assistant orders

      July 1, 2025
    • Article

      Navigating Tariffs and False Claims Act Risk in the Healthcare Supply Chain

      June 25, 2025
    The foregoing has been prepared for the general information of clients and friends of the firm. It is not meant to provide legal advice with respect to any specific matter and should not be acted upon without professional counsel. If you have any questions or require any further information regarding these or other related matters, please contact your regular Nixon Peabody LLP representative. This material may be considered advertising under certain rules of professional conduct.

    Subscribe to stay informed of the latest legal news, alerts, and business trends.Subscribe

    • People
    • Capabilities
    • Insights
    • About
    • Locations
    • Events
    • Careers
    • Alumni
    • Cookie Preferences
    • Privacy Policy
    • Terms of Use
    • Accessibility Statement
    • Statement of Client Rights
    • Purchase Order Terms & Conditions
    • Nixon Peabody International LLC
    • PAL
    © 2025 Nixon Peabody. All rights reserved