Rhode Island Adopts Final Rule Requiring Notice of Medical-Practice Group Transactions

On January 8, 2026, the Rhode Island Attorney General (“AG”) adopted a final rule requiring notification for certain transactions involving “medical-practice groups” (the “Rule”).¹ The Rule, which was first proposed in May 2025,² will take effect on January 28, 2026. While Rhode Island currently requires pre-closing AG review of hospital transactions, this Rule expands the AG’s oversight to include review of a broader scope of health care transactions. The stated purpose of the Rule is to combat increasing market concentration and rising health care costs, by ensuring the AG receives sufficient notice of health care transactions to effectively exercise its antitrust authority.³

With this Rule, Rhode Island joins a growing number of states that have enacted legislation to oversee health care transactions, and becomes the first state in 2026 to implement a new health care transaction oversight framework.⁴ Notably, unlike other states’ health care transaction laws, which were adopted by statute, this Rule was adopted and will be enforced pursuant to the AG’s existing antitrust authority.⁵

Overview of the Medical-Practice Group Pre-Merger Notification Rule

Covered Transactions. The Rule requires medical-practice groups to provide 60-day pre-closing notice to the AG for any of the following “material changes”:

1. A merger, consolidation, or other affiliation with or acquisition by (i) another medical-practice group that results in a combined group of eight (8) or more physicians, physician assistants, and/or nurse practitioners; or (ii) a hospital, hospital system, captive professional entity, or other entity controlled by a hospital or hospital system;
2. The employment of all or substantially all of the physicians of the medical-practice group by another medical-practice group (if the transaction results in a combined group of eight (8) or more providers) or by a hospital or hospital system;
3. The formation of a partnership, joint venture, accountable care organization, parent corporation, management service organization (“MSO”), or other entity created to administer contracts with health insurance carriers or third-party administrators on behalf of one or more medical-practice groups; and
4. Any transaction involving a “significant equity investor” that results in a change of ownership or control of a medical-practice group.⁶ “Significant equity investor” is defined to include (i) any private equity (“PE”) company with financial interest in a medical-practice group or MSO, or (ii) investor(s) with ten (10) percent direct or indirect possession of equity in the capital, stock or profits of a medical-practice group or MSO.

Covered Entities. As noted above, the Rule requires notice to the AG of material changes involving medical-practice groups. “Medical-practice group” is defined broadly 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.” Policy statements clarify that the Rule is intended to regulate “Rhode Island-based” medical-practice groups.⁷ The AG has not issued further guidance regarding what constitutes a “Rhode Island-based” medical-practice group (e.g., whether it depends on physical location only).

Notice Contents. The AG will issue a form on its website detailing the information required in a medical-practice group’s notice. The Rule states that the form will include, at least, the parties to the transaction (and contact information for each), a description of the transaction including anticipated effective date, and identification of pre- and post-closing locations of operation. Additionally, parties are encouraged to submit other voluntary documentation to assist the AG’s review, such as contracts or memoranda of understanding.⁸

Review Authority. While the AG does not have formal approval rights over transactions,⁹ the AG does have authority to review material change notices to determine the impact they may have on market consolidation and access to quality, affordable care. The Rule is silent with respect to AG enforcement based on its review of notices, but policy statements indicate that the AG intends to intervene under its antitrust authority if it finds a transaction to be potentially anti-competitive.¹⁰

Penalties for Failure to Notify. The Rule grants the AG with enforcement authority for non-compliance, with penalties of up to $200 per day (starting 59 days pre-closing) for failing to provide notice. There is a maximum penalty of $100,000.

Confidentiality. The Rule states that notices submitted to the AG will not be made public, beyond the extent necessary for law enforcement purposes. Unlike certain other states (e.g., California, Oregon, New York and Massachusetts), we do not anticipate that the AG will post notice submissions publicly online.

Key Takeaways

1. Complying with New Notice Requirements: Parties contemplating transactions involving Rhode Island-based medical-practice groups should be prepared, effective January 28th, to comply with the AG’s notice requirements. This will require parties to factor in the 60-day pre-closing notice period into deal timelines to avoid unexpected delays and financial penalties for non-compliance. Investors and health care entities transacting in Rhode Island should work closely with counsel to evaluate filing requirements.
2. Increased Scrutiny for PE Groups and MSOs: Similar to other recently enacted health care transaction legislation,¹¹ the Rule explicitly targets transactions involving PE groups and MSOs, citing concerns that PE investment in medical groups has contributed to health care market concentration.¹² To the extent that a PE investor is “involved” in a transaction where a medical-practice group undergoes a change of ownership (e.g., a transaction in which a PE group invests in an MSO, and there are resulting changes in the owners of affiliated practices), notice will be required under the Rule, and there may be potential AG scrutiny regarding the PE group’s involvement. PE investors should work closely with counsel to evaluate filing requirements and potential structuring considerations to avoid triggering notice requirements. The Rule, however, notably does not require reporting of changes of ownership of MSOs or other transactions involving PE companies that do not result in a change of ownership of a medical-practice group. Certain states that previously did not require filings for changes of ownerships of MSOs have recently revised their statutes to more directly capture such transactions,¹³ so investors should continue to monitor future changes to the Rule.
3. New Approaches to Health Care Transaction Oversight: As discussed above, the Rule represents a novel approach in enacting a new health care transaction oversight framework, as it was achieved through rulemaking under existing antitrust authority, rather than through statutory enactment. After several health care transaction bills failed in 2025, we may see states follow Rhode Island’s lead and turn to rulemaking (or guidance, to the extent feasible) to create and/or amend oversight frameworks.

For further updates on health care transaction law legislation, visit our HealthTrax Health Care Transaction Law Tracker, linked here.