Rhode Island Adopts Pre‑Merger Notification Rule for Medical-Practice Groups

By Leslie D. Parker and Patrick N. Sampson on January 9, 2026

The Rhode Island Attorney General (“RIAG” or “Attorney General”) has officially adopted its much-awaited final pre-merger notification rule.[1] The rule—formally, 110‑RICR‑30‑00‑5—will be effective on January 28, 2026. The RIAG frames the rule as a response to ongoing consolidation in healthcare and promulgates it under its anti-trust authority.

What the Rule Does

At its core, the rule requires parties to notify the RIAG before certain “material changes” involving medical-practice groups take effect. Importantly, medical-practice groups contemplating a transaction resulting in a “material change” to its business or corporate structure must submit written notice to RIAG no less than 60 days prior to the effective date of any transaction.  The Attorney General will provide a compliance form on its website, which will request, at minimum: the parties; a brief description of the transaction’s nature and purpose; all current service locations; any contemplated post‑transaction services and locations; the anticipated effective date; and contact information for all parties.[2]

What Counts as a “Material Change”

The rule defines “material change” broadly to capture a range of common structures in healthcare consolidation, including, for example, mergers, acquisitions, and employment relationships with other practice groups and hospitals as well as transactions with investors such as private equity. The covered events specifically are:

• Mergers, consolidations, or affiliations of a medical-practice group with another medical-practice group that results in a group of eight or more physicians, physician assistants, and/or nurse practitioners, or with a hospital,[3] hospital system, captive professional entity, or medical foundation (or similar entity organized or controlled by a hospital or hospital system).
• Acquisitions of all or substantially all assets or equity of a medical-practice group by another group resulting in a group of eight or more clinicians, or by a hospital, hospital system, captive professional entity, or medical foundation (or similar affiliated entity).
• Employment of all or substantially all physicians of a medical-practice group by another group resulting in a group of eight or more clinicians, or by a hospital, hospital system, captive professional entity, medical foundation, or other affiliated entity.
• Acquisitions of one or more insolvent medical-practice groups by another group resulting in eight or more clinicians, or by a hospital, hospital system, captive professional entity, medical foundation, or other affiliated entity.
• Formations of partnerships, joint ventures, accountable care organizations, parent corporations, management services organizations, or other organizations created for administering contracts with health insurance carriers or third‑party administrators or for current or future contracting on behalf of one or more medical‑practice groups.
• Transactions involving a “significant equity investor” that result in a change of ownership or control of a medical‑practice group; however, transactions involving a solo practice due to the death or retirement of the provider are excluded.[4]

The rule defines a “significant equity investor” to include (i) any private equity company with a financial interest in a medical‑practice group or Management Services Organization (“MSO”), or (ii) any investor or group holding more than 10% of the equity in a medical‑practice group or MSO, whether directly or indirectly.[5]

Enforcement and Confidentiality

Noncompliance carries meaningful consequences. Failing to provide pre‑merger notification may result in penalties up to $200 per day starting on the 59th day prior to the transaction’s effective date and up to $100,000 for failing to provide notice after the effective date. The Attorney General may also seek injunctive relief in Superior Court to pause finalization of a proposed transaction until the parties have been in compliance for at least 60 days. Information submitted under the rule is protected from public disclosure by the Attorney General beyond what is necessary for law enforcement purposes, in the public interest, consistent with R.I. Gen. Laws § 6‑36‑9(i)(3).

Practical Implications for Stakeholders

For providers, investors, and health systems:

• Transaction planning: Build a minimum 60‑day notification lead time into deal timelines and closing conditions. The notice must precede the effective date by at least 60 days.
• Deal structuring: Assess whether affiliations, MSO formations, Accountable Care Organizations, and equity investments trigger “material change” status—particularly when group size meets or exceeds eight clinicians or when a hospital or affiliated entity is involved. The definition of “material change” reaches affiliations, asset or equity acquisitions, employment arrangements, formations for payer contracting, and significant‑equity‑investor transactions, with specified exclusions for certain solo‑practice transitions.
• Compliance documentation: Prepare the data elements required by the AG’s compliance form early, including current and future service locations and services. The form will require the parties, transaction description, current locations, contemplated services and locations, anticipated effective date, and contact information.
• Risk management: Account for potential penalties and the possibility of injunctive pause if notification is missed or late. Penalties may accrue pre‑closing and post‑closing, and the AG may seek an injunction to pause finalization until compliance is met for 60 days.
• Possible Transaction Review and Delay: Significantly, the rule may result in an increase in RIAG anti-trust investigations of medical practice group transactions and thereby delay those transactions during the investigation. Parties should prepare for the possibility that the RIAG may pursue an investigation of their transaction.

Bottom Line

This rule expands Rhode Island’s visibility into healthcare consolidation by requiring pre‑merger notification across a wide set of medical-practice transactions, including private‑equity‑backed deals and MSO or payer‑contracting structures. Stakeholders contemplating transactions touching Rhode Island providers should evaluate early whether the rule is triggered, incorporate the 60‑day notice into timelines, prepare to supply the required information, and consider the possibility of a RIAG antitrust investigation.

---

[1]                 See 110-RICR-30-00-5 et seq.

[2]           See 110-RICR-30-00-5.5.5.

[3]           A “hospital system” includes a parent corporation of one or more hospitals and any entity affiliated through ownership, governance, or membership, or a hospital and any entity affiliated through those ties. See 110-RICR-30-00-5.5.3(D).

[4]                 See 110-RICR-30-00-5.5.3(B).

[5]                 See 110-RICR-30-00-5.5(G).