Overview
The Health Policy Commission (HPC) has authority to monitor certain changes to the Massachusetts health care market. Since 2013, the HPC has reviewed proposed mergers, acquisitions, joint contracting affiliations, and clinical affiliations between health care provider organizations, affiliations between providers and health insurers, and the creation of certain new types of health care provider entities like new ACOs. Following statutory updates adopted in 2024, the HPC also monitors significant expansions of provider capacity; transactions involving significant equity investors; significant acquisitions, sales, or transfers of a provider’s assets; and provider conversions from non-profit to for-profit status.
Providers and Provider Organizations must submit notice to the HPC utilizing the Notice of Material Change Form not fewer than 60 days before the effective date of any proposed “material change” to their operations or governance structure. Such a transaction may not be finalized until the HPC has completed its review. These notices are public and posted on the HPC’s website. For full details on the types of transactions requiring submission of a Notice of Material Change (MCN), see 958 CMR 7.03(1) and MCN Guidance.
During its preliminary review of proposed material changes, the HPC analyzes the likely impact of the material change on health care costs, market functioning, quality, access, and equity. To inform its analysis, the HPC uses public data sources (e.g., data on price and spending from the Center for Health Information and Analysis) as well as information provided by the parties to the proposed transaction and other market participants. Information provided by the parties or other market participants is confidential pursuant to Chapter 6D §13(c), and is not subject to release as a public record.
The HPC may elect to conduct a more comprehensive review of a particular material change that is anticipated to have a significant impact on health care costs or market functioning, called a Cost and Market Impact Review (CMIR). The result of a CMIR is a public report detailing the HPC’s findings. Past CMIR reports are available on the HPC’s website. To allow for public assessment of the HPC’s findings, the material change may not be finalized until 30 days after the HPC issues its final CMIR report.
The HPC does not have the authority to prohibit a transaction or to require conditions of approval but may refer its report and findings to the Office of the Attorney General, the Massachusetts Department of Public Health, or other state agencies for possible further action. The HPC also seeks to encourage providers to evaluate and take steps to minimize negative impacts and enhance positive outcomes of any proposed material change.
To be notified when the HPC receives a Material Change Notice (MCN) and when a determination is made as to whether the HPC will initiate a Cost and Market Impact Review (CMIR), sign up for the HPC's Market Oversight mailing list.
Timeline for Review
Timeline for Material Change Notice Preliminary Review
- At least 60 days before the intended effective date of the transaction, transaction parties submit material change notice(s) (MCN) and required supplemental materials (definitive transaction agreement and organizational charts).
- Following MCN submission: Transaction parties respond to HPC requests for additional information needed to complete the notice. There is no fixed, required timeline for the parties to respond to HPC information requests, however the notice will not be considered complete until all information has been provided.
- 30-day review of completed MCN: The initial review of an MCN takes up to 30 days from the date the notice is completed.
- Upon completion of the MCN preliminary review period, the HPC will notify the transaction parties of its decision on whether to initiate a Cost and Market Impact Review.
Parties to an MCN cannot complete their transaction until after the HPC has completed its preliminary 30-day review.
More Information
For questions regarding the MCN and CMIR process, including inquiries about whether notice may be required for a planned transaction, please contact staff by email at [email protected] or by phone at (617) 979-1400.