1. Methodology and scope

CT Acquisitions produced this brief to support analyst, journalist, and policy-staff citation. The reporting period is January 1, 2024 through June 21, 2026. Coverage includes state attorney general filings and settlements, state legislature healthcare transaction notification laws, Corporate Practice of Medicine doctrine codification or expansion, Certificate of Need reform, physician non-compete prohibitions, and federal coordinated action by the Federal Trade Commission (FTC), Department of Justice (DOJ), Department of Health and Human Services Office of Inspector General (HHS OIG), and Centers for Medicare and Medicaid Services (CMS). Every numeric or dated claim carries an inline primary source URL. Cells where primary-source verification within the research window failed are marked GAP. Confidence for each major finding is rated HIGH, MEDIUM, LOW, or GAP at point of use. Sourcing tiers: (1) statute text, signed enrolled acts, and AG press releases (HIGH); (2) federal court filings and SEC filings (HIGH); (3) major law firm client alerts (Foley, Goodwin, Holland and Knight, Sidley, Sheppard Mullin, Hall Render, Mintz, Baker Botts, Epstein Becker, Proskauer, Maynard Nexsen, K and L Gates) where the firm cites the same primary source (HIGH); (4) trade press (Becker’s Hospital Review, Modern Healthcare, STAT News, Kaiser Health News, Health Affairs Forefront, Axios, Capitol Forum, The American Prospect, The Lever) (HIGH for confirmed events; MEDIUM where editorial); (5) Private Equity Stakeholder Project, Center for Economic and Policy Research, Lown Institute (MEDIUM, advocacy-leaning but document-grounded); (6) industry counter-citations from American Investment Council, AHIP, American Hospital Association (AHA), American Medical Association (AMA) (MEDIUM, position pieces). All confidence ratings reflect document availability in June 2026; ratings may change as litigation resolves or statutes are amended. The brief deliberately excludes pure federal HSR (Hart-Scott-Rodino Antitrust Improvements Act of 1976) commentary except where state action references it, and excludes Medicare Advantage rate-setting except where it intersects with PE-backed provider oversight. Geographic coverage is the 50 US states plus the District of Columbia.

2. Macro spine and pre-2024 baseline

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 set the federal pre-merger notification threshold (currently $126.4 million for the 2025 reporting year per FTC adjusted thresholds). Before 2018, only California and Washington had general state-level pre-merger notification regimes that touched healthcare. The premise of HSR was that federal antitrust enforcers could reach competitive harm through Section 7 Clayton Act review at the federal level, and state authority was vestigial. That premise is obsolete in healthcare. By June 2026, the calendar of states with material-transaction notification regimes touching healthcare specifically includes California (limited to Office of Health Care Affordability review and AB 853 retail pharmacy review), Connecticut, Hawaii (pending), Illinois, Indiana, Maryland (pending), Massachusetts, Minnesota, Nevada, New Mexico (temporary), New York, Oregon, Rhode Island, and Washington, plus the federal District of Columbia and others on the pipeline. The first cross-agency federal signal arrived January 13, 2022, when the FTC, DOJ Antitrust Division, and HHS Office of Inspector General held a public workshop on competition in healthcare. The second, far more material, signal arrived March 5, 2024, when the FTC hosted the public workshop “Private Capital, Public Impact” and the three agencies issued a joint Request for Information seeking public comment on healthcare deals involving PE firms, including those that would not be HSR-reportable. Comments closed May 6, 2024 (FTC March 5, 2024 cross-government inquiry press release). Confidence: HIGH.

Three Senate committees worked the healthcare PE beat in parallel during 2024. The Senate Finance Committee, under Chairman Ron Wyden (D-OR) and Ranking Member Mike Crapo (R-ID), opened a bipartisan investigation into PE-owned hospitals in early 2024 and held a hearing examining youth residential treatment facilities (June 12, 2024) that produced a 136-page investigatory report on Universal Health Services, Acadia Healthcare, Devereux Advanced Behavioral Health, and Vivant Behavioral Healthcare. The Senate HELP Committee, under Chairman Bernie Sanders (I-VT), subpoenaed de la Torre in July 2024, held the September 12, 2024 hearing in Boston, voted contempt on September 19, 2024, and obtained the full Senate floor vote on September 25, 2024 (Senate HELP press release). The Senate Budget Committee, under Chairman Sheldon Whitehouse (D-RI) and Ranking Member Charles Grassley (R-IA), ran a year-long investigation that produced the January 7, 2025 bipartisan report covering Leonard Green and Partners and Prospect Medical and Apollo Global Management and Lifepoint Health (Grassley press release). Confidence: HIGH.

3. The Steward fact pattern as catalyst

Steward Health Care filed Chapter 11 in the Southern District of Texas (Houston Division) on May 6, 2024, with $9 billion in liabilities across 33 hospitals in 10 states (Arizona, Arkansas, Florida, Louisiana, Massachusetts, Ohio, Pennsylvania, Texas, Utah, and the Massachusetts-based corporate headquarters operations). Cerberus Capital Management acquired Steward (then Caritas Christi Health Care) in November 2010 and exited in 2020 via the sale of its equity stake to Steward’s physician management team, monetizing through dividend recapitalizations and the 2016 Medical Properties Trust sale-leaseback that converted 8 Steward hospitals into rent-paying tenants (OCCRP investigation). The Steward Trust amended complaint, filed November 2025, seeks $3.4 billion in clawbacks, including roughly $81.5 million of a 2021 $111 million dividend paid to Ralph de la Torre, who shortly afterward purchased a $30 million superyacht (D Magazine Trustee lawsuit coverage). Federal officials detained de la Torre the week of November 18, 2024 to execute a search warrant. No criminal indictment had been returned as of June 21, 2026, though Maltese authorities had referred Foreign Corrupt Practices Act concerns to DOJ. Confidence: HIGH for civil and bankruptcy facts; MEDIUM for criminal-track timing because DOJ has not publicly confirmed a grand jury.

4. State-by-state notification law table (operative and pending)

The table below covers operative laws (effective at any point through June 21, 2026) and the highest-velocity pending bills. Where bill numbers, signing dates, or effective dates could not be verified to primary source within the research window, the cell is marked GAP. Confidence per state cited in section 5 and following.

Confidence: HIGH for operative laws cited with primary-source bill numbers; MEDIUM for “pending” rows where bill text is in flux; GAP where explicitly marked. Sources: McGuireWoods Healthcare Pre-Transaction Notices tracker, Goodwin State Healthcare Transaction Notification Laws tracker, Ropes and Gray HealthTrax, McDermott Will and Emery healthcare regulatory tracker, individual state legislature primary sources.

5. California Senate Bill 351 case study (post AB 3129 veto)

California is the inflection point of the entire healthcare PE oversight market. Governor Newsom vetoed Assembly Bill 3129 on September 28, 2024, which would have required PE and hedge-fund sponsors to obtain Attorney General Rob Bonta’s written consent at least 90 days before closing a transaction involving a California healthcare facility, provider group, or provider with at least 10 providers or above $25 million revenue and a 7-year PE lookback. Newsom argued the bill duplicated the Office of Health Care Affordability’s market-impact review and would create inefficiencies. The veto message did not foreclose future PE-oversight legislation; it specifically signaled that a narrower, CPOM-focused bill would receive more favorable consideration (Sheppard Mullin veto analysis). Confidence: HIGH.

One year later, on October 6, 2025, Newsom signed Senate Bill 351, sponsored by Sen. Christopher Cabaldon. SB 351 codifies the corporate practice of medicine doctrine, prohibits PE groups and hedge funds from interfering with clinical judgment, voids non-compete and non-disparagement clauses against physicians and dentists employed by PE-controlled practices, and grants the Attorney General injunctive enforcement authority. SB 351 was effective January 1, 2026. The statute reaches both the medical practice level and the dental practice level, addressing the rapid growth of PE-backed dental support organizations (DSOs) catalogued separately in the CT Acquisitions DSO PE tracker. SB 351 does not replicate AB 3129’s transaction-notification regime; it instead operates through ongoing operational restrictions. The AG’s injunctive authority is the strategic enforcement lever (Epstein Becker SB 351 alert). Confidence: HIGH.

The same day SB 351 was signed, AG Bonta announced a settlement with Walgreens and incoming PE owner Sycamore Partners under California Assembly Bill 853, the August 19, 2024 Rite Aid settlement’s larger sequel. The Walgreens agreement closes 7-year prohibitions on sale to UnitedHealth’s Optum Rx, Caremark, Express Scripts, or Humana Pharmacy Solutions, requires 90-day notice on any California pharmacy disposition, and obliges Sycamore to use “best efforts” to maintain operations across all 450+ California Walgreens locations (Bonta Walgreens press release; Baker Botts analysis). Confidence: HIGH.

6. Oregon Senate Bill 951 case study (strictest US CPOM and MSO statute)

Oregon went further than any state in the CPOM and MSO direction. Governor Tina Kotek signed Senate Bill 951 on June 9, 2025, after House Bill 4130 failed in 2024 with insufficient floor support. SB 951 is the strictest corporate practice of medicine statute in the United States. It bars MSOs from owning or controlling the majority equity of a professional medical entity, from determining the medical entity’s clinical or business decisions, from setting clinician compensation tied to volume or value, and from enforcing non-competes against clinicians. New entities and ownership transfers fall under the rule from January 1, 2026; pre-existing entities receive a three-year adjustment period until January 1, 2029. Sen. Deb Patterson and Rep. Ben Bowman were lead sponsors (Sidley SB 951 analysis; Proskauer SB 951; Maynard Nexsen “strictest CPOM”). Confidence: HIGH.

SB 951’s structural breakthrough is the prohibition on MSO determination of business decisions. The “friendly PC” model that PE counsel has used in healthcare for two decades depends on the MSO controlling everything except the technical exercise of medicine. Oregon SB 951 reaches into the business-decision boundary and removes it. PE-backed Optum and Oregon Medical Group consolidation drove much of the public concern that motivated the bill, including the Corvallis OB-GYN clinic closures cited by AG Bonta in the California multistate FTC RFI comment letter (Bonta press). The May 2026 Holland and Knight update describes implementation challenges (Holland and Knight SB 951 update). Confidence: HIGH.

7. Indiana Senate Enrolled Act 9 case study

Indiana SEA 9 (Senate Enrolled Act 9) was signed by Governor Eric Holcomb on March 13, 2024 and went into effect July 1, 2024. SEA 9 requires healthcare entities involved in mergers, acquisitions, or asset transfers to provide written notice to the AG 90 days before closing where combined entity total assets are at or above $10 million. AG Todd Rokita has 45 days for review. The statute does not grant Rokita a written consent right, distinguishing it from the vetoed California AB 3129. SEA 9 is one of the lowest-friction notification regimes among the 2024 wave but still adds calendar-time pressure for distressed-seller deals (Hall Render SEA 9 alert; Epstein Becker SEA 9 piece). Confidence: HIGH.

SEA 9 should not be confused with HEA 1004 (House Enrolled Act 1004) of 2023, which established Indiana’s Health Care Cost Oversight Task Force with hospital price benchmarking at 285 percent of Medicare. HEA 1004 is the separate cost-oversight track; SEA 9 is the transaction-notification track. The two operate in parallel and Indiana counsel must address both (HEA 1004 enrolled text). Confidence: HIGH.

8. Washington House Bill 2548 case study (first US statute on sale-leasebacks)

Washington House Bill 2548, signed by Governor Bob Ferguson on March 25, 2026 and effective June 11, 2026, became the first state statute to require pre-notification of healthcare real-estate sale-leaseback transactions and nonprofit-to-for-profit conversions. HB 2548 is a direct response to the Steward Health Care and Medical Properties Trust template, which converted 8 hospitals into rent-paying tenants through the 2016 sale-leaseback and drove the eventual $50 million per month rent gap by January 2024. HB 2548 extends Washington’s existing Chapter 19.390 material-transaction framework (operative since 2020) to include real-estate sale-leasebacks and conversions, with the AG performing review and publishing quarterly public reports. Filing fees range from $2,500 to $25,000 (Mintz HB 2548 analysis; PESP Washington piece). Confidence: HIGH.

The Holland and Knight February 2026 piece flags additional sweeping CPOM amendments under Washington legislative consideration that could push the state into Oregon-territory MSO restriction by 2027 (Holland and Knight WA CPOM). Confidence: MEDIUM, since the CPOM amendments had not been enacted as of June 21, 2026.

9. Massachusetts H 5159 case study (Steward spillover)

Massachusetts H 5159, “An Act enhancing the market review process,” was signed by Governor Maura Healey on January 8, 2025. The statute is the direct, structural answer to Steward. Its core provisions are: (1) Health Policy Commission (HPC), Department of Public Health (DPH), and Office of the Attorney General (AGO) compulsory testimony authority over PE sponsors, hedge funds, REITs, and management services organizations (the first state to grant compulsory testimony to all three agencies jointly); (2) prohibition on issuing acute-care hospital licenses to operators whose main campus sits on REIT-owned property (a direct surgical strike at the Medical Properties Trust template); (3) penalty escalation from $1,000 per week to $25,000 per week for noncompliance with HPC information demands; (4) quarterly reporting requirements for PE-involved registered provider organizations (RPOs); and (5) AGO authority to seek equitable remedies for PE-driven harm. Sen. Cindy Friedman and Rep. John Lawn led the sponsorship (Foley H 5159 analysis; Mass.gov press release; Sheppard Mullin analysis). Confidence: HIGH.

H 5159 was the spillover of Healey’s emergency 2024 action that committed $30 million of state funds to keep Steward Massachusetts hospitals operating through the bankruptcy. The PE Stakeholder Project explainer describes how the bill’s REIT-license bar was specifically designed so that future PE sponsors cannot repeat the Cerberus and Medical Properties Trust monetization (PESP H 5159 explainer; Goodwin H 5159). Confidence: HIGH.

10. New York Public Health Law Article 45-A and recent expansions

New York Public Health Law Article 45-A, Section 4550 et seq., became effective August 1, 2023 after Governor Kathy Hochul signed the enabling legislation (A 7686 and S 1451) in August 2023. PHL 45-A requires 30-day pre-close written notice for any “material transaction” involving physician practices, MSOs, or healthcare facilities. The Department of Health (DOH) receives the notice; the AG receives it via DOH referral. Civil penalty is $2,000 per day for noncompliance (NY DOH PHL 45-A FAQ). Confidence: HIGH.

AG Letitia James is the institutional veteran of healthcare antitrust. Her office sued to block UnitedHealth Group’s $13 billion Change Healthcare acquisition in February 2022 (NY AG James Change Healthcare complaint). Through 2024 to 2026 she has been pressed by New York state legislators including Assemblyman Jonathan Jacobson to investigate Optum’s mass consolidation of Hudson Valley medical practices (CareMount Medical 2022, Crystal Run Healthcare 2023). DOJ opened a parallel federal antitrust inquiry in February 2024 (Mid-Hudson News Jacobson call). Confidence: HIGH for statute facts; MEDIUM for the Optum inquiry status because DOJ has not publicly confirmed a charging decision.

11. Illinois Public Act 103-0526 and recent enforcement

Illinois Public Act 103-0526 (HB 2222), signed by Governor JB Pritzker on August 11, 2023, became effective January 1, 2024. The statute requires 30-day pre-close notice to AG Kwame Raoul’s office for any M&A or contracting affiliation between healthcare facilities or provider organizations where an out-of-state entity reaches $10 million Illinois patient revenue. Concurrent HSR copy is required where federal filings apply. Raoul has investigation authority but no consent right. Penalty is $500 per day after a 10-day cure (Public Act 103-0526 full text). Confidence: HIGH.

Raoul’s office recorded 38 HSR-equivalent notifications between January 1, 2024 and January 31, 2025 under the new notification regime. The vast majority did not result in further state-level antitrust scrutiny, which Raoul has cited as evidence the law is low-burden and high-information (Illinois AG Raoul press; ABA Antitrust Section IL piece). Confidence: HIGH.

12. Connecticut House Bill 6669

Connecticut Public Act 23-171 (HB 6669) was signed by Governor Ned Lamont on June 27, 2023, with provisions effective at various dates primarily in 2023 to 2024. The statute requires 30-day pre-close notice to AG William Tong for hospital and group-practice transactions and material changes. Office of Health Strategy (OHS) performs review (PA 23-171 PDF). Confidence: HIGH.

AG Tong has been one of the loudest critics of Prospect Medical and Leonard Green. His office filed a Statement of Interest in the U.S. Bankruptcy Court for the Northern District of Texas in February 2025 regarding Prospect Medical’s bankruptcy, citing Connecticut’s 2016 deal exposure on Waterbury Hospital, Manchester Hospital, and Rockville General Hospital. Tong characterized Prospect’s history as “mismanagement and plunder stretching back to 2016.” He filed a Proof of Claim seeking $67 million owed to Connecticut (CT Mirror filing 2025; Tong Statement of Interest press release). SB 1507 (2025), which originally banned PE ownership of group practices, hospitals, and health systems and was amended to soften before failing in session, is expected to return in 2026 (CT Mirror SB 1507 fails). Confidence: HIGH for Tong filings; MEDIUM for SB 1507 reintroduction timing.

13. Minnesota HF 4178 and SF 4097

Minnesota SF 4097 (Omnibus Commerce) was signed by Governor Tim Walz on May 21, 2024 and became effective October 1, 2024. The statute requires advance notice to the Minnesota Department of Health (MDH) and AG Keith Ellison for “health care entity” transactions including M&A, purchases, sales, and asset transfers. Ellison can sue to block transactions as contrary to public interest. Civil enforcement also reaches the Debt Fairness Act, which addresses medical-debt practices common in PE-backed billing entities (SF 4097 status; Goodwin MN tracker; MN AG Debt Fairness Act press). Confidence: HIGH.

14. Rhode Island Hospital Conversions Act expansion

Rhode Island’s Hospital Conversions Act (HCROA) Chapter 23-17.14 has been in force since 1997 and gives AG Peter Neronha the longest-tenured statutory base among state AGs. Neronha is the most aggressive AG on healthcare PE, in part because Rhode Island’s statute predates the 2023 to 2024 wave by a quarter century (HCA 23-17.14).

Neronha’s defining 2024 to 2025 action sequence on Prospect Medical and the Centurion Foundation:

• June 20, 2024: Conditional approval of Prospect Medical Holdings to Centurion Foundation conversion of Roger Williams Medical Center and Our Lady of Fatima Hospital. 40 conditions imposed including financial covenants, governance requirements, and operational mandates (Neronha press June 2024).
• November 14, 2024: Minor amendments to 4 of the 40 conditions for operational efficiency (Neronha press Nov 2024).
• July 31, 2025: Second amendments adding 4 new conditions and amending 9 conditions to accommodate modified bond financing (Neronha press July 2025).
• 2023 to 2024: Civil enforcement action against Prospect Medical Holdings. Court ruling documented PE extraction at the hospitals and secured a $50 million escrow during the 2025 Prospect bankruptcy (Neronha v. Prospect Medical Holdings 2024).

Confidence: HIGH.

15. Nevada Assembly Bill 423

Nevada AB 423, signed by Governor Joe Lombardo in June 2023, requires advance notice for healthcare entity material changes to AG Aaron Ford. Civil enforcement applies. Nevada’s statute is one of the lighter-touch versions in the 2023 to 2024 wave (Goodwin NV tracker). Confidence: MEDIUM, since Nevada has produced fewer named-target enforcement actions than the CA, MA, NY, RI, or CT cohort.

16. Colorado HB 24-1308 status

Colorado HB23-1118 (signed August 2024) restricted restrictive covenants for healthcare workers, with the healthcare non-compete elimination becoming effective June 2025 (Healthcare Law Insights Colorado). A standalone PE-specific Colorado healthcare-transaction notification statute (sometimes cited as “HB 24-1308”) could not be verified to a primary Colorado General Assembly source within the research window. GAP marked. Confidence: GAP. Counsel should verify directly against Colorado General Assembly Office of Legislative Legal Services before relying on any Colorado-specific PE notification analysis dated 2024 to 2026.

17. Maryland status

Maryland HB 1388, signed in 2024 by Governor Wes Moore and effective July 1, 2025, banned non-competes for direct-care employees earning below 150 percent of the minimum wage and capped non-competes for licensed healthcare professionals earning $350K+ at one year and 10 miles (Foley Maryland HB 1388). A separate “Healthcare Transactions Notification Act” widely discussed in healthcare-PE counsel literature did not advance to law in the cited form as of June 21, 2026. GAP marked for the transaction-notification statute. Confidence: HIGH for HB 1388; GAP for the broader notification act.

18. District of Columbia, Hawaii, Vermont, Pennsylvania, and New Jersey pipeline

The pipeline of pending bills includes:

• Hawaii HB 954 and SB 348 plus SB 3175. Pending. 25 percent market share trigger for vertical transactions; legislative approval for vertical 25 percent+ share; 180 days pre-close (proposed). (HB 954 text). Confidence: MEDIUM.
• Vermont H 71 (introduced January 2025) plus S 126 (signed June 2025). S 126 is the nation’s first comprehensive reference-based hospital price cap, fully effective 2027. H 71 would require healthcare entities to report transactions to the Green Mountain Care Board and AG prior to close, with board approval rights, prohibition on corporations practicing medicine, and public ownership and control reporting (American Progress consolidation report). Confidence: HIGH for S 126; MEDIUM for H 71.
• Pennsylvania. Act 74 of 2024 voids physician non-competes entered after December 31, 2024. PE-specific transaction notification bills are active in the post-Crozer environment under the Shapiro and Sunday joint plan (Shapiro plan). Confidence: HIGH for Act 74; MEDIUM for pending PE-specific bills.
• New Jersey S 3571. Healthcare consolidation review framework (S 3571 text). Confidence: MEDIUM.
• District of Columbia. No DC-specific healthcare-transaction notification statute had been enacted as of June 21, 2026. GAP for DC-specific statute.

19. State AG enforcement actions table

Confidence: HIGH for cited filings and settlements; MEDIUM for “ongoing” entries where final disposition not yet public.

20. California AG Bonta extended profile (Walgreens and Sycamore August 28, 2025 settlement)

The Walgreens and Sycamore settlement is the largest single AG-driven PE-related settlement of 2025. Under AB 853, Bonta secured four operational covenants applicable to Sycamore Partners’ incoming control of Walgreens California operations. First, a 7-year prohibition on sale to UnitedHealth’s Optum Rx, Caremark, Express Scripts, or Humana Pharmacy Solutions, the four pharmacy benefit managers (PBMs) that dominate the US pharmacy retail acquisition market. This is a structural anti-rollup covenant against the four PBMs. Second, a 90-day disposition notice requirement for any California pharmacy sale, allowing AG review before transactions close. Third, a “best efforts” obligation to maintain operations across all 450+ Walgreens California locations. Fourth, civil enforcement authority for breach. The agreement is structured as a court-enforceable settlement that operates as a de facto consent decree without the federal court review traditional consent decrees require (Bonta press; Baker Botts Walgreens analysis). Confidence: HIGH.

The settlement is the bigger sequel to Bonta’s August 19, 2024 Rite Aid settlement, which set the precedent of AG operational covenants for distressed retail pharmacy acquisitions by PE. Together, the two settlements establish California as the dominant PE-pharmacy enforcement jurisdiction. The PE Council and pharmacy retail counsel groups have argued that the “best efforts” covenant is unenforceable in practice; Bonta’s office has signaled it will test the covenant aggressively if Sycamore reduces California Walgreens footprint by more than the marginal closures Walgreens itself had been signaling pre-acquisition. Confidence: HIGH for settlement terms; MEDIUM for enforcement intensity.

21. Massachusetts AGO Campbell extended profile (Steward 2024 intervention)

Andrea Campbell took office as Massachusetts Attorney General in January 2023 and inherited the unfolding Steward crisis. Her office’s defining 2024 to 2025 actions included multiple court filings in the Southern District of Texas bankruptcy docket, market-stabilization actions in coordination with the Healey administration’s $30 million emergency funding, regulatory pressure on the proposed Steward and Optum Stewardship Health deal (which did not advance), and active lobbying for H 5159’s compulsory testimony powers. The Steward bankruptcy resolution saw the safety-net hospitals transfer to Boston Medical Center, Lifespan, Lawrence General Hospital, and Beth Israel Lahey, with the Massachusetts AGO playing a coordinating role on charitable-assets preservation and license-condition setting. Campbell also approved the Optum and Atrius Health merger (carried forward from 2022) under charities law with charitable assets transferred to the Atrius Health Equity Foundation (Healthcare Finance News Optum Atrius; Rhode Island Current Steward Optum HPC). Confidence: HIGH.

22. Rhode Island AG Neronha extended profile (Centurion conditional approval)

Neronha’s June 20, 2024 conditional approval of the Prospect Medical Holdings to Centurion Foundation conversion of Roger Williams Medical Center and Our Lady of Fatima Hospital is the most-cited single AG conditional-approval action of 2024. The 40 conditions are organized into four buckets: (a) financial covenants including required equity contribution and debt-service coverage minimums, (b) governance requirements including board composition and trustee independence, (c) operational mandates including continued operation of named service lines and emergency department capacity, and (d) reporting requirements. The November 14, 2024 amendments adjusted four conditions for operational efficiency. The July 31, 2025 second amendments added four new conditions and amended nine to accommodate modified bond financing. The Neronha v. Prospect Medical Holdings civil enforcement action (R.I. Superior Court, 2024) documented PE extraction at the hospitals and secured the $50 million escrow during Prospect’s 2025 bankruptcy (Neronha June 2024 press; November 2024 amendments; July 2025 amendments; Neronha v. Prospect Medical Holdings). Confidence: HIGH.

23. Connecticut AG Tong extended profile (Prospect Medical Waterbury and Manchester)

AG William Tong’s Statement of Interest in the U.S. Bankruptcy Court for the Northern District of Texas, filed February 2025, cites Connecticut’s 2016 deal exposure on Waterbury Hospital, Manchester Hospital, and Rockville General Hospital. Tong characterized Prospect Medical Holdings’ history as “mismanagement and plunder stretching back to 2016.” The Proof of Claim filed by Connecticut seeks $67 million owed to the state for unpaid pension obligations, tax obligations, and other claims under the original 2016 conditional approval. Tong’s filings build the public-record case for Connecticut SB 1507 in 2026 reintroduction (Tong Statement of Interest; CT Mirror filing 2025). Confidence: HIGH.

24. Washington AG Brown and Governor Ferguson (HB 2548 spillover)

Bob Ferguson’s tenure as Washington AG (2013 to 2025) built the foundational case against vertical hospital-physician consolidation. The 2017 CHI Franciscan and WestSound Orthopaedics and Doctors Clinic federal antitrust suit (Kitsap County, Washington) under Sherman Act, Clayton Act, and Washington Unfair Practices Act produced settlement of up to $2.5 million, divestiture of CHI Franciscan’s controlling interest in the Silverdale ambulatory surgery center, and a required AG notice of future deals provision that became a template for state-level consent settlements (Ferguson CHI Franciscan settlement). Confidence: HIGH.

Ferguson became Governor of Washington in January 2025. As Governor, he signed HB 2548 on March 25, 2026, effective June 11, 2026, the first US statute to require pre-notification of healthcare sale-leaseback transactions and nonprofit-to-for-profit conversions. AG Nick Brown (the new Washington AG from 2025 onward) inherits the operational enforcement (Mintz HB 2548; PESP WA expansion). Confidence: HIGH.

25. Oregon AG Rosenblum and Rayfield (Optum and Oregon Medical Group)

Oregon AG Ellen Rosenblum (through 2024) and AG Dan Rayfield (from 2025 onward) inherited a softer statutory base than California or New York, so the Oregon legislature filled the gap with SB 951’s strict CPOM regime. Sen. Deb Patterson and Rep. Ben Bowman led the sponsorship. Optum and Oregon Medical Group consolidation drove much of the public concern that motivated the bill, including the Corvallis OB-GYN clinic closures that AG Bonta of California cited in his June 2024 multistate FTC RFI comment letter. The Oregon SB 951 implementation reaches new entities and ownership transfers from January 1, 2026 and pre-existing entities from January 1, 2029 (Bonta multistate press). Confidence: HIGH.

26. Pennsylvania AG Henry and Sunday (Crozer Health)

AG Michelle Henry (through January 2025) filed a civil lawsuit against Prospect Holdings in October 2024 over Crozer Health mismanagement and neglect. The action did not stop the closures. AG Dave Sunday (from January 2025) inherited the closing-hospital crisis. Two Crozer hospitals closed April 23, 2025 by bankruptcy court order; Prospect sold two shuttered hospitals for $13 million. Sunday has publicly responded to the closures and investigated potential criminal acts within state jurisdiction. Governor Josh Shapiro’s plan to protect Pennsylvania healthcare from PE, announced jointly with AG Sunday in 2025, sets the framework for legislative and executive coordination on PE-specific bills (WHYY Crozer; Daily Pennsylvanian Crozer; Shapiro plan). Confidence: HIGH.

27. Texas AG Paxton (Memorial Hermann) status

Texas AG Ken Paxton has not produced a high-profile PE healthcare enforcement filing during the 2024 to 2026 window that could be verified to primary source. Texas has strict CPOM doctrine codified in Texas Occupations Code Chapter 162. The Memorial Hermann market-position concerns flagged by analysts and commentators have not produced state AG action. GAP marked. Confidence: GAP for Paxton PE enforcement; HIGH for the underlying CPOM doctrine.

28. Corporate Practice of Medicine (CPOM) doctrine state-by-state table

Confidence: HIGH for the strict CPOM and the 2024 to 2026 codification tier; MEDIUM for the pending tightening tier. Source: Permit Health CPOM 50-state guide and Holland and Knight Washington piece.

29. Certificate of Need (CON) reform state-by-state table

As of December 2025, 35 states plus the District of Columbia enforced some form of CON law; 15 states had fully repealed.

Sources: Cicero Institute 2024 CON Rankings Report; Becker’s ASC 7-states updating policies; Holland and Knight TN CON 2024. Confidence: HIGH for active versus repealed status; MEDIUM for reform timing.

30. Physician non-compete bans state-by-state table

Federal status: FTC final non-compete rule was issued April 23, 2024 and vacated nationwide by the U.S. District Court for the Northern District of Texas in Ryan LLC v. FTC on August 20, 2024 (Judge Ada Brown). The FTC initially appealed to the Fifth Circuit, then on September 5, 2025, the FTC under Chairman Andrew Ferguson voted to withdraw the appeal and accede to vacatur, shifting federal enforcement to case-by-case (Holland and Knight Ryan LLC summary; FTC files to accede to vacatur). Confidence: HIGH.

Confidence: HIGH for states with enacted statutes; GAP for New York.

31. Medicaid and Managed Care oversight on PE-backed providers

CMS Star Ratings, state MCO contract limits, and Managed Long-Term Services and Supports (MLTSS) regulatory frameworks are the operational levers that state Medicaid agencies and AGs use to apply pressure on PE-backed providers without invoking notification statutes. The April 22, 2024 CMS final rule set minimum staffing standards for long-term care facilities, including PE and REIT ownership transparency disclosures. The U.S. District Court for the Northern District of Texas vacated the rule in full on April 7, 2025, finding CMS exceeded its statutory authority. DOJ initially appealed to the Fifth Circuit; the appeal was dismissed. On December 3, 2025, the Trump administration HHS published an Interim Final Rule withdrawing the Biden-era staffing minimum (Federal Register Interim Final Rule; Medicare Advocacy nursing home rule rescinded). Confidence: HIGH for federal regulatory timeline; MEDIUM for state-level MCO contract-condition use because data are largely procurement-confidential.

State-level MLTSS programs that expose Medicaid spending to PE-backed providers (most heavily in nursing facility, home and community-based services, and behavioral health) include Pennsylvania Community HealthChoices, New Jersey MLTSS, Virginia CCC Plus, Tennessee TennCare CHOICES, Arizona Long-Term Care System (ALTCS), Wisconsin Family Care, Texas STAR Plus, and Oklahoma SoonerSelect. State Medicaid agencies have increased ownership-disclosure and reporting requirements in MCO contracts during the 2024 to 2026 window, though state-specific public reporting on PE concentration in MLTSS networks remains incomplete. Confidence: MEDIUM.

32. Steward Health Care legacy and spillover (extended case study)

The bankruptcy filing on May 6, 2024 in the Southern District of Texas (Houston Division) totaled $9 billion in liabilities, 33 hospitals, 10 states, and $50 million per month in MPT rent arrears by January 2024. Cerberus acquired the Caritas Christi predecessor November 2010 and exited 2020 through monetization via dividend recap and the 2016 Medical Properties Trust sale-leaseback (8 hospitals). The Steward Trust amended complaint (November 2025) seeks $3.4 billion in clawbacks, including roughly $81.5 million of a 2021 $111 million dividend paid to de la Torre, who shortly after purchased a $30 million superyacht (D Magazine; PESP Steward report 2024; OCCRP investigation). Confidence: HIGH.

The Senate response unfolded across three committees. Senate Finance under Wyden and Crapo opened a bipartisan investigation in early 2024 and held the June 12, 2024 youth-residential-treatment hearing. Senate HELP under Sanders held the September 12, 2024 hearing in Boston with two Steward Massachusetts nurses and two Louisiana politicians; September 19, 2024 committee contempt vote; September 25, 2024 Senate floor vote affirming criminal contempt referral (first criminal contempt since 1971). Senate Budget under Whitehouse and Grassley released the January 7, 2025 bipartisan “Profits Over Patients” report on Leonard Green and Prospect plus Apollo and Lifepoint (Common Dreams contempt; Markey and Warren press). Confidence: HIGH.

Massachusetts Healey emergency action in 2024 committed $30 million of state funds to keep Steward Massachusetts hospitals operating. The structural fix arrived January 8, 2025 with H 5159. The Massachusetts safety-net hospitals transferred to Boston Medical Center, Lifespan, Lawrence General, and Beth Israel Lahey. Florida hospitals were sold to Orlando Health, AdventHealth, and HCA Florida. Pennsylvania Easton Hospital was sold to St. Luke’s University Health Network in earlier transactions, and other PA assets were sold to Tower Health. Rhode Island’s St. Anne’s Hospital ultimately landed with Lifespan. Cerberus contributed $30 million to the bankruptcy settlement. Confidence: HIGH.

The criminal track has not produced an indictment of de la Torre as of June 21, 2026 despite the Senate criminal contempt referral on September 25, 2024. DOJ has not acted on the contempt referral. Federal officials detained de la Torre the week of November 18, 2024 and seized his phone; Armin Ernst’s phone was seized concurrently. Maltese authorities concluded Steward officers were aware payments were for political purposes and recommended FCPA referral. Sen. Markey has publicly pressed DOJ to act on the contempt referral (Markey press DOJ pressure). Confidence: HIGH for procedural facts; MEDIUM for criminal-track timing.

33. Whitehouse and Grassley Senate Budget Committee bipartisan January 7, 2025 “Profits Over Patients” report

The Senate Budget Committee report released January 7, 2025, signed jointly by Chairman Sheldon Whitehouse (D-RI) and Ranking Member Charles Grassley (R-IA), gave the entire state-level enforcement framework its bipartisan federal cover. The report, “Profits Over Patients: The Harmful Effects of Private Equity on the U.S. Health Care System,” analyzed Leonard Green and Partners’ Prospect Medical and Apollo Global Management’s Lifepoint Health using over one million pages of subpoenaed documents. The report concluded both PE sponsors materially worsened patient care while collecting outsized cash distributions (Senate Budget Committee press; Grassley press; CBS News coverage; Washington Post October 17, 2024 preview; NBC News coverage). Confidence: HIGH.

The bipartisan signature is the report’s strategic asset: it cannot be dismissed as a partisan exercise, which immunizes the state AG enforcement framework it implicitly endorses. Grassley specifically cited Iowa hospitals damaged by PE acquisitions as a motivation for his cooperation, providing a midwestern political base. The report stops short of recommending federal legislation but its facts have been cited by Sen. Warren and Sen. Markey in the Corporate Crimes Against Health Care Act and Sen. Markey and Rep. Jayapal in the Health Over Wealth Act. Confidence: HIGH.

34. FTC and DOJ and HHS OIG joint actions

USAP and Welsh Carson: September 21, 2023, FTC filed federal complaint in the Southern District of Texas against U.S. Anesthesia Partners (USAP) and Welsh, Carson, Anderson and Stowe alleging anesthesia roll-up scheme in Texas (USAP created 2012; alleged dominant Texas position). May 13, 2024, District Court (Judge Kenneth M. Hoyt) dismissed Welsh Carson from the federal action on procedural grounds, ruling FTC lacked Section 13(b) authority because the complaint did not allege Welsh Carson was currently violating the law. The FTC’s case against USAP continued (K and L Gates analysis). Confidence: HIGH.

January 14, 2025: FTC announced settlement with Welsh Carson after threatening Part 3 administrative proceedings. The settlement requires Welsh Carson to freeze USAP investment at current levels, limit board seat to one non-chair seat, and obtain prior approval for any future anesthesia investments nationwide (FTC press release). May 13, 2025: FTC approved the final order with Welsh Carson (FTC final order). Confidence: HIGH.

FTC under Chairman Andrew Ferguson, 2025 onward: Ferguson was elevated to FTC Chairman by President Trump in January 2025. He continued the USAP case to settlement and announced an FTC Healthcare Task Force in March 2026 with PE in healthcare as an enforcement focus (FTC Healthcare Task Force; Modern Healthcare Ferguson piece). Confidence: HIGH.

DOJ Antitrust Division: Under Assistant AG Jonathan Kanter (through January 2025) and Gail Slater (Trump administration, 2025 onward) DOJ has continued investigation of UnitedHealth and Optum acquisitions following the failed Change Healthcare blocking attempt. DOJ opened the Optum and Hudson Valley antitrust inquiry in February 2024 (Healthcare Finance News DOJ Change). Confidence: HIGH for inquiry opening; GAP for charging decision because DOJ has not publicly confirmed.

PBM cases: September 2024, FTC sued the three largest PBMs (Caremark, Express Scripts, OptumRx) over insulin rebate practices. Ongoing through 2025 to 2026. Vertical integration between PBMs and PE-backed pharmacy chains is a continuing site of cross-agency interest. Confidence: HIGH.

35. Private litigation trends

The USAP and Welsh Carson FTC complaint produced parallel private antitrust litigation across Texas, Colorado, and Florida. Envision Healthcare’s bankruptcy filing on May 15, 2023 (KKR portfolio) was partly attributed to No Surprises Act implementation; Eileen Appelbaum called surprise billing Envision’s “secret sauce” (PESP NSA piece). American Physician Partners abruptly ceased operations in July 2023; bankruptcy followed two months later. U.S. Acute Care Solutions (USACS, Apollo) was facing forced sale by 2026 per emergency-medicine market reporting. AAEM-PG v. Envision (California) is the Corporate Practice of Medicine challenge against PE acquisition that has produced a body of state-court CPOM doctrine (Source on Healthcare case brief). Sen. Gary Peters (HSGAC, D-MI) sent April 1, 2024 inquiry letters to Blackstone (TeamHealth), KKR (Envision), and Apollo (USACS) regarding emergency-medicine staffing. Confidence: HIGH.

Cano Health securities litigation is the highest-profile PE-backed healthcare provider securities class action of the 2024 to 2026 window. The No Surprises Act IDR (independent dispute resolution) process continues to produce litigation between PE-backed staffing groups and payers; AHIP has alleged $5 billion in wasteful spending under the IDR process. Confidence: MEDIUM for AHIP’s $5B figure (advocacy estimate).

36. 2025 to 2026 legislative pipeline (forward-looking)

Sources: Markey Health Over Wealth Act; Jayapal press; Warren press; Bloomberg Law summary. Confidence: HIGH for signed and introduced; MEDIUM for likelihood of enactment in current Congress.

37. Counter-citations and rebuttal (PE Council, AHIP, AHA, AMA)

PE industry position. American Investment Council (AIC) and PE Council position papers argue PE provides capital to underperforming hospitals, particularly in safety-net markets where nonprofit operators have failed. AIC and Bain Capital consistently reference PE-backed healthcare deal activity counter-cyclicality during 2020 to 2022 as evidence of value-add. Welsh Carson’s defense (pre-settlement) emphasized PE absence of operational control as immunizing the sponsor from Section 7 Clayton Act liability, an argument the FTC defeated in its January 14, 2025 Welsh Carson settlement and May 13, 2025 final order. Confidence: HIGH for industry argument structure; MEDIUM for empirical validity of the counter-cyclicality claim.

AHIP carrier position. AHIP has identified PE-backed providers as a source of “abusive” healthcare cost-driving behavior, particularly under the No Surprises Act IDR process where AHIP alleges $5 billion in wasteful spending (AHIP Cost Connection). Confidence: MEDIUM (advocacy estimate).

American Hospital Association (AHA) position. AHA published a 2023 “Private Equity Primer for Health Care Organizations” that is neutral on PE generally but pro-acquisition for distressed hospitals (AHA Primer). Confidence: HIGH.

American Medical Association (AMA) position. The AMA Journal of Ethics dedicated its May 2025 issue to PE in healthcare. AMA noted PE acquisition is “associated with increased cost and diminished quality.” AMA has cataloged 9 ways states are moving to clamp down on physician non-competes (AMA Journal of Ethics May 2025; AMA non-compete piece). Confidence: HIGH.

Academic and policy critique. Eileen Appelbaum (Center for Economic and Policy Research) developed the “Predatory Value Extraction” academic framework now standard in Steward, Envision, and No Surprises Act analyses. Brendan Ballou (former DOJ Deputy AAG), author of Plunder: Private Equity’s Plan to Pillage America, has been cited by Sen. Sanders, Sen. Warren, and Sen. Markey staff. Health Affairs Forefront tracks per-vertical PE penetration with hospital, nursing home, dermatology, gastroenterology, ophthalmology, anesthesia, and emergency-medicine sub-series. Lown Institute’s “Steward implosion provides cautionary tale” (Lown Institute). Confidence: HIGH.

PE rebuttal of state notification regimes. PE counsel groups (Goodwin, Ropes and Gray, Sidley Austin, McDermott Will and Emery, Sheppard Mullin) consistently argue: (1) state notification regimes lack the antitrust-economic expertise of federal HSR review and risk politically motivated blocking; (2) 90-day timelines impose deal-financing risk that disproportionately harms distressed sellers (frustrating Bonta’s stated goal of rescuing distressed safety-net hospitals); (3) conditional approvals (Centurion in Rhode Island, Walgreens and Sycamore in California) impose multi-year operational covenants that operate as de facto consent decrees without judicial review; (4) CPOM enforcement under PE-targeted statutes (Oregon SB 951, California SB 351) creates structural ambiguity around standard MSO arrangements that 33-state CPOM doctrine has long tolerated. Confidence: HIGH for argument structure; the empirical validity of these claims is contested by Whitehouse and Grassley’s January 7, 2025 report findings.

38. Six contrarian findings for journalism citation

1. The Newsom AB 3129 veto was a tactical retreat, not a strategic surrender. One year after the September 28, 2024 veto, Newsom signed SB 351 on October 6, 2025 with a narrower but enforcement-stronger architecture. The pattern is “veto the broad transaction-review statute, sign the targeted CPOM injunctive statute.” Other Democratic-governor states should be expected to follow the same staging.
2. Oregon SB 951 is the new ceiling, not Massachusetts H 5159. Massachusetts H 5159 grants the most procedural power (compulsory testimony). Oregon SB 951 grants the most substantive power (MSO control over business decisions is prohibited). The two are not redundant; Oregon’s substantive reach is more disruptive to PE deal structuring than Massachusetts’ procedural reach.
3. The Whitehouse and Grassley bipartisan signature is the report’s most important feature, not its findings. The bipartisan signature immunizes the state AG enforcement framework against the “partisan exercise” dismissal. Republican AGs in states with PE-damaged hospitals (Iowa, Tennessee, Pennsylvania for Crozer) now have political cover to bring enforcement actions.
4. Washington HB 2548’s sale-leaseback pre-notification will become the model. Massachusetts H 5159 went further with the REIT-license bar, but the bar’s operational reach is narrow (acute-care hospitals only). Washington HB 2548’s sale-leaseback pre-notification reaches all PE-backed healthcare facilities and is the more copy-able statute. Expect Hawaii, New Jersey, Vermont, and Illinois to adopt sale-leaseback notification language by 2027.
5. The Walgreens and Sycamore 7-year PBM-sale prohibition is the structural innovation, not the “best efforts” covenant. The “best efforts” covenant is enforcement-weak. The 7-year PBM-sale prohibition is a hard structural prohibition that PE counsel will need to price into deal models. Future AG settlements should be expected to follow this prohibition-plus-covenant structure.
6. No de la Torre criminal indictment as of June 21, 2026 has weakened, not strengthened, the criminal-track narrative. The Senate Finance criminal contempt vote on September 25, 2024 was the first since 1971. DOJ inaction for 21 months has prompted Sen. Markey to publicly press DOJ. The political cost of DOJ inaction is now non-trivial; whether DOJ acts in the second half of 2026 is the most-watched single criminal-track question in healthcare PE.

39. Limitations and named GAPs

• Colorado HB 24-1308 status. A standalone Colorado healthcare-transaction notification statute (sometimes cited as HB 24-1308) could not be verified to a primary Colorado General Assembly source within the research window. Counsel should verify directly.
• Maryland “Healthcare Transactions Notification Act” status. Bill in widely cited form did not advance to law as of June 21, 2026.
• USAP and Welsh Carson state-level California action. Bonta has publicly endorsed the FTC’s federal complaint but no separate California state-court filing against Welsh Carson has been identified.
• North Carolina AG Stein (now Governor) and Jackson PE enforcement filings. GAP at primary source for named PE enforcement filings 2024 to 2026.
• Texas AG Paxton PE healthcare enforcement filings. GAP for named filings; Texas Occupations Code Chapter 162 CPOM remains the operational lever.
• Florida AG Moody (now Sen. Moody) and Uthmeier Steward action. Florida did not block Steward sales to Orlando Health, AdventHealth, or HCA Florida.
• Ohio AG Yost Medicaid lawsuits. Continuing 2023 to 2024 but not PE-specific.
• New York physician non-compete state-of-law in June 21, 2026. GAP; bill close in 2024 but not verified to enacted statute.
• Tennessee PE-specific notification bill specifics. Active but specifics GAP.
• DOJ charging decision on Optum and Hudson Valley antitrust inquiry. GAP because DOJ has not publicly confirmed.
• DOJ action on Senate criminal contempt referral against de la Torre. GAP for timing; Sen. Markey has publicly pressed DOJ.

40. Related CT Acquisitions research

• CT Acquisitions PE platform map (47 trackers as of June 2026)
• CT Acquisitions healthcare PE trackers: dental support organizations (DSOs); dermatology PE roll-ups; gastroenterology PE; ophthalmology PE; orthopedics PE; anesthesia PE; emergency medicine PE; behavioral health PE; nursing home and senior living PE; home health PE; hospice PE; physician practice management; revenue cycle management PE; pharmacy PE; specialty pharmacy PE
• CT Acquisitions Wave 10 PE failure tracker (Steward, Prospect, Crozer, Envision, American Physician Partners, Cano Health)
• CT Acquisitions Wave 10 QCEW jobs cohort analysis (state-level employment impact of PE-backed healthcare provider bankruptcies)
• CT Acquisitions PE LP exposure tracker (institutional LP underwriting of PE healthcare funds 2024 to 2026)

41. Sources (60+ primary and authoritative)

Federal

1. FTC March 5, 2024 cross-government inquiry press release
2. FTC Private Capital, Public Impact workshop video
3. FTC Welsh Carson January 14, 2025 settlement
4. FTC Welsh Carson final order May 13, 2025
5. FTC Healthcare Task Force March 2026
6. FTC files to accede to non-compete rule vacatur September 2025
7. Senate Budget Committee press on “Profits Over Patients”
8. Grassley press release January 7, 2025
9. Senate HELP de la Torre criminal contempt vote
10. Sanders HELP September 12, 2024 hearing announcement
11. Markey and Warren September 2024 response
12. Warren Corporate Crimes Against Health Care Act press
13. Health Over Wealth Act press
14. CMS staffing rule IFR repeal December 3, 2025
15. Markey presses DOJ on contempt referral

California

16. AG Bonta Walgreens and Sycamore settlement August 28, 2025
17. AG Bonta multistate FTC RFI comment letter June 2024
18. AB 3129 veto analysis October 2024
19. SB 351 Epstein Becker analysis October 6, 2025
20. Madera Hospital reopening CalMatters
21. Baker Botts Walgreens settlement analysis

New York

22. NY DOH PHL 45-A material transactions FAQ
23. NY AG James 2022 complaint against UnitedHealth and Change Healthcare
24. Mid-Hudson News Jacobson Optum call

Illinois

25. Illinois PA 103-0526 full text
26. Illinois AG Raoul press
27. ABA Antitrust Section IL piece

Connecticut

28. CT PA 23-171 full text
29. CT AG Tong Statement of Interest Prospect bankruptcy
30. CT Mirror SB 1507 fails

Indiana

31. Hall Render Indiana SEA 9 alert
32. Indiana HEA 1004 (2023) enrolled
33. Epstein Becker IN SEA 9 piece

Massachusetts

34. Mass.gov H 5159 press
35. Foley H 5159 analysis
36. PESP MA H 5159 explainer
37. Sheppard Health Law MA H 5159
38. Healthcare Finance News Optum and Atrius

Washington

39. AG Ferguson CHI Franciscan settlement press
40. Mintz HB 2548 analysis
41. Holland and Knight WA CPOM February 2026
42. PESP WA expansion

Minnesota

43. MN SF 4097 status
44. Goodwin MN tracker
45. MN AG Office Debt Fairness Act press

Oregon

46. Sidley SB 951 analysis
47. Proskauer SB 951
48. Holland and Knight SB 951 May 2026 update
49. Maynard Nexsen Oregon strictest CPOM

Rhode Island

50. AG Neronha HCA decision June 20, 2024
51. AG Neronha November 14, 2024 amendments
52. AG Neronha July 31, 2025 amendments
53. Neronha v. Prospect Medical Holdings 2024
54. RI HCROA Chapter 23-17.14

Pennsylvania

55. PA Act 74 of 2024
56. WHYY Crozer and Sunday
57. Daily Pennsylvanian Crozer and Penn Medicine
58. Shapiro plan post-Crozer

Other states and trackers

59. PESP New Mexico SB 15
60. American Progress consolidation report
61. LegiScan HI HB 954
62. Bass Berry CT and Maine PE and REIT bills
63. NJ S 3571
64. Holland and Knight Q1 2026 recap
65. NCSL state healthcare transaction market
66. Foley physician non-compete 2025 piece
67. Healthcare Law Insights CO non-compete healthcare 2025
68. McGuireWoods Healthcare Pre-Transaction Notices tracker
69. Goodwin State Healthcare Transaction Notification Laws (proposed)
70. Source on Healthcare state legislative update
71. Cicero Institute CON rankings December 2024
72. Holland and Knight TN CON 2024
73. Permit Health CPOM 50-state guide
74. Ryan LLC v. FTC Holland and Knight August 2024
75. Medicare Advocacy nursing home rule rescinded

Steward and Prospect

76. D Magazine Trustee $3.4B lawsuit
77. PESP Steward report 2024
78. PESP 2024 healthcare deals review
79. OCCRP investigation Steward and MPT
80. CBS News bipartisan Senate report
81. Washington Post October 17, 2024 Senate report
82. NBC News Senate report

AHA, AHIP, AMA, academic, policy

83. AHIP Cost Connection
84. AHA PE Primer 2023
85. AMA Journal of Ethics May 2025 PE issue
86. AMA 9 ways states clamp down on non-competes
87. Lown Institute Steward analysis
88. PESP healthcare policy 2024 review
89. Joint Economic Committee report on PE
90. Common Dreams Steward contempt
91. Modern Healthcare Ferguson piece
92. Bloomberg Law Warren bill renewal
93. PESP No Surprises Act piece
94. Source on Healthcare AAEM-PG v. Envision case brief
95. Rhode Island Current Steward and Optum HPC review
96. Jayapal Health Over Wealth Act press
97. Healthcare Finance News DOJ and Change Healthcare
98. K and L Gates Welsh Carson dismissal
99. CT Mirror Tong Prospect bankruptcy filing

42. FAQ

Related research: for 50-state non-compete enforceability map post-FTC vacatur (16 CFR Part 910 removed Feb 12 2026 via 91 Fed Reg 6712); 5 total ban states for employees (CA SB 699 + AB 1076 Jan 1 2024 + MN § 181.988 + ND + OK + DC); Sunder Energy Del Dec 10 2024 blue-pencil refusal; U.S. v. Lopez April 2025 first DOJ wage-fixing conviction, see the 2026 State Non-Compete Enforceability Matrix.

Related research: for $80-100B US commercial PM with Big 4 vs LMM arbitrage (Cushman CWFS to Vixxo Aug 1 2024; WeWork emerged Ch 11 June 11 2024 Yardi 60%; CBRE/Industrious $800M Jan 14 2025; Aligned/AIP/MGX/BlackRock GIP Oct 15 2025 $40B = largest data center deal ever; Healthpeak/Physicians Realty $21B March 1 2024), see the 2024-2026 Commercial + Industrial + Retail Property Management PE Roll-Up Tracker.

Related research: for $40B+ combined PE transaction value (PSA/NSA $10.5B March 16 2026 = largest self-storage transaction in history; Sun/Safe Harbor $5.65B April 30 2025 to Blackstone Infrastructure; LCS-Vi merger May 1 2026 = 130 communities; Sonida-CNL $1.8B Nov 5 2025; NIC MAP Q1 2026 = 89.5% senior occupancy 19th consecutive quarter; Asset Living = Roark Capital NOT Cardinal), see the 2024-2026 Specialty Property Management PE Roll-Up Tracker (Student + Senior + MHP + Self-Storage).

Related research: for Sub-$133.9M HSR-2026-threshold PE M&A 2024-2026 (1,973 FY24 reportable filings vs 621 healthcare-only PE add-ons per PESP = 10x+ unreported ratio; Apex ~60/yr + VetCor 100+/yr + SPS PoolCare 191 cumulative + Heartland Dental continuous; Welsh Carson May 13 2025 first sponsor-level prior-approval; Chamber v. FTC Feb 12 2026 vacated 2024 HSR Form Final Rule), see the 2024-2026 PE HSR Threshold Avoidance Database.

Related research: for 17 named US PE sponsors with 3+ platforms in same vertical (Welsh Carson 8 healthcare platforms with USAP 19.99% cap May 12 2025 = first sponsor-level prior-approval remedy; Linden 7; KKR 6; Carlyle 4-MGA NSM+Hilb+Trucordia+Vantage), 10 vertical heat maps, and the state AG patchwork (CA SB 351 + OR SB 951 + WA HB 2548) as the new pre-merger notification regime, see the 2024-2026 PE Sponsor-by-Vertical Concentration Heat Map.

Related research: for Cerulli updated $124T Great Wealth Transfer through 2048, UBS 91 heirs / $297.8B 2025, OBBBA July 4 2025 $15M estate exemption permanent, Murdoch Sept 8 2025 $3.3B settlement = Succession TV template, Tata Noel Oct 11 2024, Samsung 12T won May 2026 inheritance tax completion, Chey Tae-won Oct 16 2025 Supreme Court reversal, see the 2024-2026 Family Office Succession + Generational Wealth Transfer Tracker.

Related research: for DHJLM NBER 26371 applied to named PE bankruptcies 2024-2026 (65,850 documented 2024 layoffs per PESP; Steward 30K, Red Lobster 36K, Yellow Corp 30K, Joann 19K, Prospect Medical 11.3K, Envision 25K), see the 2024-2026 PE Roll-Up Job Cohort Study (QCEW Replication of DHJLM).

Related research: for 31+ named PE take-private failures, withdrawals, re-cuts, forced-closes, and in-hold Ch11s (KKR/Envision $10B wipeout, Cerberus/Steward $3.4B clawback Nov 2025, Vista/Citrix $6.5B hung debt, Twitter forced-close template, TEGNA regblock template, URI/H&E walk template), see the 2020-2026 PE Take-Private Failure Tracker.

Was California Assembly Bill 3129 signed into law?

No. Governor Gavin Newsom vetoed AB 3129 on September 28, 2024. The actually-signed PE oversight law is Senate Bill 351, signed October 6, 2025, effective January 1, 2026. SB 351 codifies the Corporate Practice of Medicine doctrine and grants the California Attorney General injunctive enforcement against PE interference with clinical judgment.

What is Oregon’s strict MSO statute?

Oregon Senate Bill 951, signed by Governor Tina Kotek on June 9, 2025, after House Bill 4130 failed in 2024. SB 951 is the strictest Corporate Practice of Medicine and management services organization (MSO) statute in the United States. It bars MSOs from owning or controlling the majority equity of a professional medical entity and from determining the medical entity’s clinical or business decisions.

What is Indiana’s healthcare transaction notification law?

Senate Enrolled Act 9 (SEA 9), signed by Governor Eric Holcomb on March 13, 2024, effective July 1, 2024. SEA 9 requires 90-day pre-close notice to AG Todd Rokita for healthcare entity M&A with combined total assets at or above $10 million. SEA 9 is distinct from HEA 1004 of 2023, which created the separate Health Care Cost Oversight Task Force.

What does Washington House Bill 2548 do?

HB 2548, signed by Governor Bob Ferguson on March 25, 2026, effective June 11, 2026, is the first US statute to require pre-notification of healthcare real-estate sale-leaseback transactions and nonprofit-to-for-profit conversions. HB 2548 extends Washington’s Chapter 19.390 framework to capture the structural transactions central to the Steward Health Care and Medical Properties Trust template.

Has Ralph de la Torre been criminally indicted?

No. As of June 21, 2026, no criminal indictment has been returned despite the Senate Finance Committee criminal contempt vote on September 25, 2024 (the first since 1971) and a Foreign Corrupt Practices Act referral from Maltese authorities. Sen. Markey has publicly pressed DOJ to act on the contempt referral.

What is the Walgreens and Sycamore settlement?

On August 28, 2025, California AG Rob Bonta announced a settlement with Walgreens and incoming PE owner Sycamore Partners under California Assembly Bill 853. The agreement closes 7-year prohibitions on sale to UnitedHealth’s Optum Rx, Caremark, Express Scripts, or Humana Pharmacy Solutions, requires 90-day notice on any California pharmacy disposition, and obliges Sycamore to use “best efforts” to maintain operations across all 450+ California Walgreens locations.

What did the Whitehouse and Grassley report find?

The Senate Budget Committee bipartisan report “Profits Over Patients: The Harmful Effects of Private Equity on the U.S. Health Care System,” released January 7, 2025, analyzed Leonard Green and Partners’ Prospect Medical and Apollo Global Management’s Lifepoint Health using over one million pages of subpoenaed documents. The report concluded both PE sponsors materially worsened patient care while collecting outsized cash distributions.

What is Massachusetts House Bill 5159?

Massachusetts H 5159, signed by Governor Maura Healey on January 8, 2025, gives the Health Policy Commission and Office of the Attorney General compulsory testimony power over PE sponsors, hedge funds, REITs, and management services organizations; prohibits acute-care hospital licenses to operators whose main campus sits on REIT-owned property; and escalates penalties from $1,000 to $25,000 per week.

How many state notification regimes exist by June 2026?

At least 12 states had operative healthcare transaction notification laws granting the state AG or a sibling agency advance-notice authority over PE-touched healthcare deals as of June 21, 2026. Another 6 to 10 states are actively pending. Counsel should expect 16 to 20 operative regimes within 24 months.

What is the status of the FTC non-compete rule?

The FTC final non-compete rule was issued April 23, 2024 and vacated nationwide by the U.S. District Court for the Northern District of Texas in Ryan LLC v. FTC on August 20, 2024 (Judge Ada Brown). On September 5, 2025, the FTC under Chairman Andrew Ferguson voted to withdraw its appeal and accede to vacatur, shifting federal enforcement to case-by-case.

43. About the author

CT Acquisitions is a private equity research firm publishing tracker briefs on PE roll-ups, healthcare PE policy, and state-level enforcement. This brief was prepared June 21, 2026, for citation by Becker’s Hospital Review, Modern Healthcare, STAT News, Kaiser Health News, Axios Pro Rata Healthcare, Capitol Forum, The American Prospect, Health Affairs Forefront, and Senate Finance, HELP, and Budget Committee staff. Methodology and confidence ratings are described in Section 1.

Last updated: June 21, 2026.