Overview
Provider changes, including consolidations and alignments, have been shown to impact health care market functioning, and the ability of the state’s health care system to deliver high quality, cost-effective care for all residents. The HPC is directed by statute to monitor this aspect of the Massachusetts health care system.
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. These notices are public and posted on the HPC’s website.
Material changes include mergers and acquisitions between health care providers, new joint contracting and clinical affiliations between providers, affiliations between providers and health insurers, and the creation of certain new types of health care provider entities like new ACOs.
Based on set legal criteria and informed by the facts of each material change, once the notice is filed, the HPC analyzes the likely impact of the material change, relying on the best available data and information. The HPC’s initial review of the notice includes assessment of the parties’ stated goals for the material change, the information they provide to the HPC, and other available information including relative price, total medical expense, claims, and discharge data from the Center for Health Information and Analysis (CHIA), to assess the anticipated impact on health care costs, market functioning, quality, access, and equity. The HPC is able to receive confidential information from the parties, insurers, and other providers in the marketplace during the course of its review.
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 on the potential impact of the proposed transaction on costs and the Commonwealth’s ability to meet the health care cost growth benchmark, market functioning, quality of care, and health equity and access for consumers. 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 (DPH), or other state agencies for possible further action on behalf of consumers in the health care market. Through this process, 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.
Members of the public interested in being notified when the HPC receives a Material Change Notice (MCN), or when a determination is made as to whether the HPC will initiate a Cost and Market Impact Review (CMIR), should sign up for the HPC's Market Oversight mailing list.
Timeline for Review
- Parties must file a notice at least 60 days before closing or the effective date of the transaction.
- The initial review of an MCN takes 30 days from the date the notice is deemed complete (i.e., the notice and all supporting materials have been provided to the HPC).
- If initiated, the CMIR review process takes approximately six months.
- Parties to an MCN cannot complete their transaction until after the HPC has completed its preliminary 30-day review, and in cases in which a CMIR is conducted, parties must wait at least 30 days after the HPC issues its final CMIR report to complete their transaction.
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.
Transaction Review Process Factsheet