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New York’s reporting rules can surprise healthcare businesses planning mergers or acquisitions.
New York requires healthcare entities to notify the Department of Health before finalizing certain mergers, acquisitions, or management deals. These are called material transactions, and they trigger mandatory reporting when they meet specific revenue and structural thresholds—a requirement that often catches healthcare professionals off guard.
Under New York law, a “healthcare entity” includes any facility, organization, or plan that delivers healthcare services in the state. This broad definition covers physician practices, clinics, diagnostic and treatment centers, home care agencies, and management services organizations. The only major exclusions are insurers and pharmacy benefit managers already regulated by the Department of Financial Services.
What Counts as a Material Transaction?
A transaction is considered “material” if, within a rolling 12-month period, a healthcare entity is involved in:
- A merger with another business;
- An acquisition of another business;
- A contract with another business or person;
- The formation of a partnership, joint venture, or MSO for the purpose of administering contracts with health plans, pharmacy benefit managers, or other providers
and the transaction increases the entity’s total gross in-state revenue by $25 million or more.
Importantly, the $25 million threshold can be met by a series of related transactions, not just one deal. So even smaller deals may trigger notice requirements if they add up over the course of a year.
What Must Be Reported?
Healthcare entities must submit a notice form to the DOH at least 30 days before closing a material transaction. Failing to do so can lead to civil penalties, which the DOH has the discretion to enforce.
The notice must include:
- The names and addresses of the parties involved
- Copies of definitive agreements outlining transaction terms, including pre- and post-closing conditions
- Locations where services are provided and revenue generated in New York
- Any plans to reduce or eliminate services, including changes to plan participation
- The anticipated closing date
- A brief description of the transaction’s nature, purpose, and its impact on cost, quality, access, health equity, and competition, as well as any commitments to address these impacts
Once received, the DOH will refer the notice and documents to the New York attorney general’s office, including its antitrust, healthcare, and charities bureaus. The DOH will also publish the proposed transaction for public comment.
What’s Exempt from These Requirements?
Not every transaction triggers New York’s reporting requirements. If a deal doesn’t increase your total in-state revenue by $25 million or more over a rolling 12-month period, you’re not required to submit notice. The same is true if the transaction is already being reviewed through the Department of Health’s Certificate of Need process or involves only insurance entities regulated by the Department of Financial Services. Clinical affiliations are also exempt, so long as they focus solely on research or graduate medical education.
Get Legal Support
New York’s reporting rules for healthcare transactions can be easy to miss, especially when you’re busy growing your practice or navigating day-to-day operations. If you’re planning a deal that could meet the definition of a material transaction, it is crucial to understand the notice requirements before moving forward.
If you operate in one of the states where we have licensed attorneys, you can schedule a consultation to talk through your options.
This blog is made for educational purposes and is not intended to be specific legal advice to any particular person. It does not create an attorney-client relationship between our firm and the reader. It should not be used as a substitute for competent legal advice from a licensed attorney in your jurisdiction.
