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SENATE BILL 14
57
TH LEGISLATURE
-
STATE
OF
NEW
MEXICO
-
FIRST SESSION
,
2025
INTRODUCED BY
Katy M. Duhigg
AN ACT
RELATING TO HEALTH CARE; ENACTING THE HEALTH CARE CONSOLIDATION
AND TRANSPARENCY ACT; PROVIDING OVERSIGHT OF ACQUISITIONS,
MERGERS, AFFILIATIONS AND OTHER TRANSACTIONS THAT INVOLVE
DIRECT OR INDIRECT CHANGES OF CONTROL OR ASSETS OF HOSPITALS
AND OTHER HEALTH CARE ENTITIES; PROVIDING POWERS AND DUTIES;
PROVIDING FOR PRELIMINARY AND COMPREHENSIVE REVIEWS OF PROPOSED
TRANSACTIONS; PROVIDING FOR APPROVAL, APPROVAL WITH CONDITIONS
OR DISAPPROVAL OF PROPOSED TRANSACTIONS; LIMITING
CONFIDENTIALITY; PROVIDING PROTECTIONS FOR WHISTLEBLOWERS;
PRESCRIBING PENALTIES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW MEXICO:
SECTION 1. A new section of the New Mexico Insurance
Code, Section 59A-63-9 NMSA 1978, is enacted to read:
"59A-63-9. [NEW MATERIAL ] SHORT TITLE.--Sections 59A-63-9
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through 59A-63-24 NMSA 1978 may be cited as the "Health Care
Consolidation and Transparency Act"."
SECTION 2. A new section of the New Mexico Insurance
Code, Section 59A-63-10 NMSA 1978, is enacted to read:
"59A-63-10. [NEW MATERIAL ] DEFINITIONS.--As used in the
Health Care Consolidation and Transparency Act:
A. "acquisition" means the direct or indirect
purchase or other procurement in any manner, including through
a lease, a license, a transfer, an exchange, an option, a
proxy, receipt of a conveyance and creation of a joint venture,
of all or substantially all of the assets, equity or operations
of a person;
B. "affiliate" means:
(1) a person that directly, indirectly or
through one or more intermediaries controls, is controlled by
or is under common control or ownership of another person;
(2) a person whose business is operated under
a lease, management, license or similar agreement by another
person; or a person that has all or substantially all of the
person's property operated under a lease, management, license
or similar agreement by another person;
(3) a person that operates the business or
substantially all of the property of another person under a
lease, management, operating, license or similar agreement; or
(4) a person that is a significant equity
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investor in another person;
C. "affiliation" means a business arrangement in
which one person directly or indirectly is controlled by, is
under common control with or controls another person;
D. "authority" means the health care authority;
E. "control" means the possession of the power to
direct or cause the direction of the management and policies of
a person, in whole or in substantial part, whether directly or
indirectly, through the ownership of voting securities, through
licensing or franchise agreements, by contract or otherwise and
includes the terms "controlling", "controlled by" and "under
common control with";
F. "essential services" means health care services
covered by the state medicaid program, health care services
that are required to be included in health plans pursuant to
state or federal law or health care services that are required
to be included in qualified health plans offered through the
New Mexico health insurance exchange;
G. "health care entity" means a person that
provides health care services to patients in New Mexico,
including a hospital, a health care provider, an in-state or
out-of-state telemedicine provider, a health care provider
organization, a health care facility or an organization of
health care providers or facilities;
H. "health care facility" means a hospital or other
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facility licensed by the authority to provide health care
services in a health care setting, including inpatient
facilities; health systems consisting of one or more health
care entities that are jointly owned or managed; ambulatory
surgery or treatment centers; residential treatment centers;
diagnostic, laboratory and imaging centers; freestanding
emergency facilities' outpatient clinics; and rehabilitation
and other therapeutic health settings; provided that "health
care facility" does not include adult daycare facilities,
freestanding birth centers, skilled nursing facilities,
intermediate care facilities, boarding homes, child care
facilities or shelter care homes;
I. "health care provider" means a person certified,
registered, licensed or otherwise authorized under state law to
perform or provide health care services to individuals in the
state;
J. "health care provider organization" means a
person that is in the business of delivering or managing the
delivery of health care services, whether incorporated or not,
including physician organizations, physician-hospital
organizations, independent practice associations, provider
networks, accountable care organizations, dental services
organizations and any other organization that contracts with
health insurers for payment for health care services;
K. "health care services" means the care,
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prevention, diagnosis, treatment or relief of an illness,
injury, disease or other medical, dental, mental or behavioral
health or substance use disorder condition, including:
(1) inpatient, outpatient, habilitative,
rehabilitative, dental, palliative, home health, hospice or
mental or behavioral health services provided by a health care
entity; and
(2) retail and specialty pharmacy, including
provision of drugs;
L. "health care staffing company" means a person
engaged in the business of providing, procuring for employment
or contracting health care personnel for a health care
facility, but "health care staffing company" does not include
an individual who independently provides the individual's own
services to a health care facility as an employee or
contractor;
M. "health insurer" means a person required to be
licensed or subject to the Insurance Code in connection with
the business of health insurance or health care, excluding
insurance producers;
N. "hospital" means a hospital licensed by the
authority but does not include state-owned special hospitals
operated by the department of health;
O. "independent health care practice" means a
health care provider organization entirely owned or controlled
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by one or more health care providers who are individuals and
who provide health care services through the health care
provider organization to patients in New Mexico;
P. "management services organization" means a
person that contracts with a health care entity to perform or
provide personnel to perform all or substantially all of the
administrative or management services relating to supporting or
facilitating the provision of health care services;
Q. "office" means the office of superintendent of
insurance;
R. "party" means a person taking part in a
transaction subject to the Health Care Consolidation and
Transparency Act;
S. "person" means an individual, an association, an
organization, a partnership, a firm, a syndicate, a trust, a
corporation, a private equity fund, a hedge fund, a publicly
traded company, a real estate investment trust, a management
services organization or other legal entity;
T. "private equity fund" means a publicly traded or
nonpublicly traded company that collects capital investments
from persons and purchases a direct or indirect ownership or
controlling interest in another person;
U. "revenue" means gross revenue;
V. "significant equity investor" means:
(1) a private equity fund with a direct or
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indirect ownership or investment interest in a health care
entity;
(2) a private equity fund or other investor,
group of investors or other person with a direct or indirect
beneficial ownership or the power to vote fifteen percent or
more of the equity or receive fifteen percent or more of the
profits of a health care entity; or
(3) a private equity fund or other investor,
group of investors or other person with a direct or indirect
controlling interest in a health care entity or that operates
the business or substantially all of the property of a health
care entity under a lease, management or operating agreement;
W. "superintendent" means the superintendent of
insurance;
X. "telemedicine provider" means a provider who
uses telecommunications and information technology to provide
clinical health care from a distance to evaluate, diagnose and
treat patients in real time or asynchronously; and
Y. "transaction" means any of the following that
involves a health care entity:
(1) a merger with a health care entity or with
a person controlling a health care entity;
(2) an acquisition of a health care entity or
a person controlling a health care entity;
(3) an affiliation, agreement or other
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arrangement that results in a change of control of a health
care entity;
(4) an affiliation, agreement or other
arrangement that results in a change of control of a hospital,
department, division or subsidiary that provides health care
services;
(5) an affiliation, agreement or other
arrangement between a health care entity, other than an
independent health care practice, and a management services
organization;
(6) an affiliation, agreement or other
arrangement that may eliminate or significantly reduce
essential services in New Mexico;
(7) an affiliation, agreement or other
arrangement with or resulting in the formation of a
corporation, a partnership, a joint venture, an accountable
care organization, a trust, a management services organization
or other non-health-care entity that has the authority to
negotiate or administer contracts with persons that write
health insurance as that term is defined in the Insurance Code,
including third-party administrators, medicaid managed care
organizations or health care providers; or
(8) a real estate sale, lease, license,
transfer or other agreement involving a material amount of real
estate assets of a hospital."
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SECTION 3. A new section of the New Mexico Insurance
Code, Section 59A-63-11 NMSA 1978, is enacted to read:
"59A-63-11. [NEW MATERIAL ] APPLICABILITY--EXEMPTIONS--
PROVISIONS ADDITIONAL--CONTROL PRESUMPTIONS.--
A. The oversight power of the office pursuant to
the Health Care Consolidation and Transparency Act does not
apply to:
(1) the formation of a new independent health
care practice;
(2) the merger, acquisition or change in
control of an existing independent health care practice if it
is going to remain an independent health care practice
following such merger, acquisition or change in control; or
(3) a joint venture or an affiliation between
two or more independent health care practices.
B. The oversight power of the office pursuant to
the Health Care Consolidation and Transparency Act applies only
to proposed transactions that involve one or more parties,
whether or not domiciled or otherwise located in New Mexico
that:
(1) involve a New Mexico hospital;
(2) with respect to health care entities that
are not hospitals, involve an existing health care entity or
the creation of a new health care entity that will be doing
business in New Mexico and at least:
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(a) one party to the transaction had
average annual revenue of forty million dollars ($40,000,000)
or more in the immediately preceding three years; or
(b) in the case of a new health care
entity, is projected to have at least twenty million dollars
($20,000,000) in average annual revenue over the first three
years of operation or at least twenty million dollars
($20,000,000) in annual revenue in at least three of the first
five years of operation; and
(c) in either case, at normal levels of
operation or utilization; or
(3) with respect to health care entities that
are not hospitals where the monetary thresholds set forth in
Paragraph (2) of this subsection are not met, is the latest of
a series of transactions within the previous five-year period
that involves the acquisition, merger or change in control of
health care entities in New Mexico in transactions involving
one or more of the same controlling parties.
C. The Health Care Consolidation and Transparency
Act does not apply to:
(1) collaborations on clinical trials,
graduate medical education programs, other health professions'
training programs, health sciences training programs or other
education or research programs;
(2) federally qualified health centers or
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health care providers that meet the requirements of the federal
health resources and services administration's health center
program but do not receive program funding;
(3) the hiring, offer of employment, agreement
or contract with an independent health care practice,
individual physician or other individual health care provider
to provide health care services;
(4) an employer that is not a health care
entity that provides payment for health care services provided
to its employees;
(5) transactions in which the health care
entity directly, or indirectly through one or more
intermediaries, already controls, is controlled by or is under
common control with all other parties to the transaction;
(6) a change in control of a hospital
resulting from the election of new members of the governing
body of a public hospital or the appointment of new members of
a governing body of a public hospital by the governor or other
elected official or elected body; and
(7) nonconsecutive agreements between or on
behalf of a health care staffing company and another health
care entity to provide health care providers to the health care
entity for a period not to exceed twelve months and that do not
renew, extend or replace another substantially similar
agreement with the same health care staffing company that would
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result in the provision of health care providers for more than
twelve months.
D. Control is presumed to exist if a person
directly or indirectly owns, controls or holds fifteen percent
or more of the power to vote or holds proxies representing
fifteen percent or more of the voting securities of any other
person. This presumption may be rebutted by a showing in the
manner provided by Section 59A-37-19 NMSA 1978 that control
does not in fact exist. After furnishing all persons-in-
interest notice and an opportunity to be heard, the
superintendent may determine that control exists in fact,
notwithstanding the absence of a presumption to that effect if
the determination is based on specific findings of fact in its
support."
SECTION 4. A new section of the New Mexico Insurance
Code, Section 59A-63-12 NMSA 1978, is enacted to read:
"59A-63-12. [NEW MATERIAL ] CONFIDENTIALITY.--
A. All documents, materials and supporting
information submitted to the office as part of a proposed
transaction are public records and subject to the provisions of
the Inspection of Public Records Act, except as provided in
this section.
B. If a party believes that information contained
in the notice of proposed transaction contains a trade secret
as provided in the Uniform Trade Secrets Act or Subsection D of
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this section, the party shall:
(1) at the time the information is submitted
to the office, submit a written request for designation of the
information as a trade secret in the manner prescribed by the
office;
(2) identify with particularity the
information to be designated as a trade secret; and
(3) submit the information at issue in a
separate filing from information submitted that does not
contain trade secrets and clearly mark each page that contains
a trade secret with the term "trade secret"; provided that if a
document contains both trade secret information and
non-trade-secret information, the submitting party shall redact
the trade secret information from the document and identify it
in the separate filing.
C. If the office determines that the information
meets the standard for a trade secret as provided in the
Uniform Trade Secrets Act or Subsection D of this section, the
office shall maintain the confidentiality of the information.
If the office shares confidential information with another
state agency or an outside expert, that agency or outside
expert is also bound by the confidentiality provided in this
section and any other applicable confidentiality provisions of
state law.
D. Solely for purposes of implementing the Health
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Care Consolidation and Transparency Act, to the extent not
already included in the Uniform Trade Secrets Act, the
following shall be considered trade secret information and
shall remain confidential:
(1) financial statements that are not
otherwise publicly available;
(2) provider reimbursement rates negotiated
between or on behalf of a health insurer or other payer and a
health care provider; and
(3) amounts paid by contract or through an
employment agreement to individual employees of health care
entities, including benefits.
E. Copies of material agreements between the
parties related to a transaction setting forth the negotiated
terms and conditions of the transaction and signed by the
parties shall not be public records until thirty days after the
effective date of the transaction."
SECTION 5. A new section of the New Mexico Insurance
Code, Section 59A-63-13 NMSA 1978, is enacted to read:
"59A-63-13. [NEW MATERIAL ] TIMING OF REVIEW OF NOTICE AND
TOLLING.--
A. A notice of a proposed transaction shall be
deemed complete by the office on the date when all of the
information required by the Health Care Consolidation and
Transparency Act is submitted by all parties to the
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transaction. The office shall notify the parties in writing if
the notice is incomplete and more information must be
submitted. If the office does not notify the parties that the
notice is incomplete, the notice shall be deemed complete
fifteen days after the notice was filed. The office may
request additional information or documents at any time before
completion of its review, regardless of whether the notice is
complete.
B. Should the scope of the proposed transaction be
significantly modified from that outlined in the initial
notice, the time periods set out in the Health Care
Consolidation and Transparency Act shall be restarted by the
office.
C. No later than sixty days after receiving a
complete notice of a proposed transaction, the office shall
complete its preliminary review.
D. If the office determines that a comprehensive
review is necessary, the office shall complete the
comprehensive review in accordance with Section 59A-63-16 NMSA
1978 within ninety days or within one hundred eighty days if an
administrative hearing is required as provided in that section.
E. If the office determines that an administrative
hearing is required, the office shall make its final
determination in accordance with Section 59A-63-16 NMSA 1978
within thirty days following an administrative hearing.
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F. The time periods provided in this section shall
be tolled during any time in which the office has requested and
is awaiting further information from the parties to a
transaction necessary to complete its review."
SECTION 6. A new section of the New Mexico Insurance
Code, Section 59A-63-14 NMSA 1978, is enacted to read:
"59A-63-14. [NEW MATERIAL ] NOTICE OF PROPOSED
TRANSACTION--GENERAL PROVISIONS--CONSULTATIONS--EXPERTS--
PAYMENT OF COSTS.--
A. The parties to a proposed transaction shall
submit to the office at least sixty days prior to the
anticipated effective date of the proposed transaction a
written notice of the proposed transaction in the form and
manner prescribed by the office along with an attestation as to
the accuracy and completeness of the notice by the officers who
will be the signatories to the material transaction documents
or other appropriate officer of each party acceptable to the
office.
B. Unless otherwise determined by the
superintendent, the parties shall be jointly and severally
responsible for and shall pay, within thirty days of invoice by
or on behalf of the office, the reasonable costs and expenses
of the professional services of outside experts incurred by the
office in the performance of the office's or the authority's
duties pursuant to the Health Care Consolidation and
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Transparency Act. The office shall notify parties of the
identity of such outside experts.
C. Entry into a binding agreement before a
transaction is effectuated is not a violation of the Health
Care Consolidation and Transparency Act if the transaction
remains subject to regulatory review and approval.
D. The notice of the proposed transaction shall
include information required by the office to perform its
duties under the Health Care Consolidation and Transparency Act
in a form and manner prescribed by the office; such information
shall include at a minimum:
(1) a list of the parties and the identifying
information required for reporting in Subsection A of Section
59A-63-20 NMSA 1978;
(2) a summary of the material terms and copies
of all transaction agreements between any of the parties;
(3) a statement describing the goals of the
proposed transaction and the anticipated impact on the current
and future provision of essential services in New Mexico;
(4) a list of the health care entities and
their geographic service areas that will be affected by the
proposed transaction;
(5) a description of the patients, employees
and other persons who are likely to be affected by the
transaction;
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(6) a description of whether and how the
proposed transaction is anticipated to impact current and
future wages, benefits, working conditions, employment
protections and restrictions and other terms and conditions of
employment for employees of the New Mexico health care entities
that are parties to, or the subject of, the proposed
transaction;
(7) a summary of the essential services
currently provided by applicable New Mexico health care
entities and the other parties; commitments of the parties and
the health care entity to continue those services; and
essential services that will be added, reduced or eliminated,
including an explanation of why any services will be reduced or
eliminated in the service area in which they are currently
provided;
(8) a summary of the plans of the parties with
respect to any real estate owned by the health care entity
following the closing of the transaction;
(9) organizational charts for each of the
parties to the proposed transaction identifying all of the
direct and indirect parents, subsidiaries and affiliates of
each of the parties, including any significant equity
investors; and
(10) copies of all agreements between any of
the parties related to the proposed transaction, including any
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memoranda of understanding, letters of intent or other
documents setting forth the negotiated terms and conditions of
the proposed transaction, signed by parties to the proposed
transaction.
E. The office shall consult with the authority
about the potential effect of the proposed transaction and
incorporate the authority's review into the office's final
determination.
F. The office shall provide all notices and
documents received from any of the parties to a proposed
transaction to the authority and the attorney general. The
attorney general may provide input to the office about the
potential effect of the proposed transaction relative to the
Antitrust Act, the Unfair Practices Act or other state or
federal law.
G. The office may consult with any other state
agency to the extent that agency has expertise related to the
proposed transaction or the communities or populations that may
be affected by the transaction.
H. The office may retain actuaries, accountants,
attorneys or other professionals who are qualified and have
expertise in the type of transaction under review as necessary
to assist the office in conducting its review of the proposed
transaction.
I. The parties shall not effectuate a transaction
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without the superintendent's written determination that no
comprehensive review is needed or without the written approval,
with or without conditions, of the superintendent following a
comprehensive review. If the approval following a
comprehensive review contains conditions, the parties shall
comply with such conditions. The submitting party shall notify
the office in a form and manner prescribed by the office when
the transaction has been effectuated.
J. The office may waive the requirement of a
preliminary or comprehensive review of a transaction if there
is an emergency situation that threatens access to essential
services and the transaction is urgently needed to protect the
interest of patients and other consumers of health care
services. The office, by rule, shall establish the procedures
for requesting an emergency waiver and establishing the need
for such waiver. The office may request the parties to the
transaction to submit documents to establish the need for an
emergency waiver. Once the request for an emergency waiver and
any documents requested by the office are received, the office
shall issue its determination within fourteen days, subject to
the tolling provisions of Subsection F of Section 59A-63-13
NMSA 1978.
K. Parties to a proposed transaction may request a
pre-notice conference to determine if they are required to file
a notice or to discuss the potential extent of the review. The
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office shall schedule the pre-notice conference within thirty
days of the request.
L. Nothing in the Health Care Consolidation and
Transparency Act shall amend, modify, abrogate or otherwise
affect the applicability of or obligations of a party to a
transaction under any other state or federal law. The filing
obligations under that act are in addition to any other
obligation that may be required under other laws."
SECTION 7. A new section of the New Mexico Insurance
Code, Section 59A-63-15 NMSA 1978, is enacted to read:
"59A-63-15. [NEW MATERIAL ] PRELIMINARY REVIEW OF PROPOSED
TRANSACTIONS.--
A. No later than sixty days after receiving a
complete notice of a proposed transaction, the office shall
complete a preliminary review.
B. The purpose of the preliminary review is to
determine whether the proposed transaction should receive a
comprehensive review by the office.
C. To determine whether the transaction should be
subject to comprehensive review, the office shall consider
whether the transaction:
(1) is in the interest of patients and
consumers of health care services;
(2) is necessary to maintain the solvency of a
health care entity;
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(3) may have negative effects on the
availability, accessibility, affordability or quality of health
care for patients and other consumers of health care services,
including the reduction or elimination of essential services;
(4) may have negative effects on current and
future wages, benefits, working conditions, employment
protections and restrictions and other terms and conditions of
employment for employees of the New Mexico health care entities
that are parties to the proposed transaction;
(5) may impose practice restrictions on health
care providers; and
(6) has such other factors as the office deems
necessary or appropriate to complete its preliminary review.
D. The office shall also consider the experience,
competence and integrity of the parties that will acquire
control following the transaction and each person who controls
such parties.
E. Following the conclusion of the preliminary
review, the office shall notify the parties in writing that:
(1) a comprehensive review is not required and
they may proceed with the transaction, subject to the post-
closing reporting requirements set forth in Section 59A-63-20
NMSA 1978; or
(2) the transaction is subject to a
comprehensive review and include the reasons for that
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determination."
SECTION 8. A new section of the New Mexico Insurance
Code, Section 59A-63-16 NMSA 1978, is enacted to read:
"59A-63-16. [NEW MATERIAL ] COMPREHENSIVE REVIEW OF
PROPOSED TRANSACTIONS.--
A. If the office determines that a comprehensive
review is necessary, the office shall confer with the authority
and the attorney general and complete the review within ninety
days following its determination that a comprehensive review is
necessary; provided that if after review the office is
considering disapproval of the proposed transaction, the office
shall hold an administrative hearing before the superintendent
makes the final decision.
B. The superintendent shall notify the submitting
party in writing of the office's determination that a
comprehensive review is necessary and the reasons for the
determination.
C. The review period may be extended if the parties
agree to an extension.
D. The office may request additional information
from any of the parties as needed to conduct the comprehensive
review of a proposed transaction, and the parties shall
promptly reply using the form of communication requested by the
office and verified by an officer of the party if required by
the office.
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E. The office shall conduct or have conducted a
public comment forum as provided in Section 59A-63-17 NMSA
1978.
F. In conducting a comprehensive review of a
proposed transaction, the office may consider the likely effect
in New Mexico of the proposed transaction on:
(1) the potential reduction of, elimination
of, loss of or material change in access to essential services;
(2) the availability, accessibility and
quality of current and future health care services and health
care provider networks to any community affected by the
transaction, including the accessibility of culturally
responsive care;
(3) the quality of current and future health
care services provided to any of the communities affected by
the transaction;
(4) the health care market share of a party
and whether the transaction is likely to foreclose competitors
of a party from a segment of the market or otherwise likely to
increase barriers to entry in a health care market;
(5) the labor market and competition for
health care workers;
(6) wages, salaries, benefits and working
conditions of employees of health care entities that are
parties to the transaction;
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(7) changes in practice restrictions for
licensed health care providers who work at the hospital;
(8) employment protections, restrictions and
other terms and conditions of employment for employees of
health care entities that are parties to the transaction;
(9) contract provisions involving labor
conditions that are required to comply with state and federal
law;
(10) patient and payer costs;
(11) the potential for the proposed
transaction to affect health outcomes for New Mexico residents;
(12) cost trends and containment of total
state health care spending;
(13) access to services in medically
underserved areas;
(14) quality, incident and similar reports or
filings and related litigation involving any of the health care
entities owned by any of the parties that will acquire control
following the transaction and each person who controls such
parties or their provision of health care services within or
without New Mexico that is relevant to an understanding of the
availability, accessibility, affordability or quality of care
or coverage in the markets served by such health care entities,
parties or persons;
(15) whether the transaction is contrary to or
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violates any applicable law; and
(16) such other factors the office deems
necessary or appropriate to complete its comprehensive review.
G. Following completion of the comprehensive review
of factors provided for in Subsection F of this section, the
receipt of recommendations from the authority, the attorney
general and other state agencies consulted and input from
public forums and other public comments, the office shall
approve the proposed transaction, with or without conditions,
unless the office finds that an administrative hearing is
necessary to consider disapproval of the proposed transaction
because of a substantial likelihood of:
(1) a significant reduction in the
availability, accessibility, affordability or quality of care
for patients and consumers of health care services; or
(2) any anticompetitive effects from the
proposed transaction that outweigh the benefits of the
transaction.
H. The superintendent shall make a final
determination to approve the proposed transaction with or
without conditions or disapprove the proposed transaction
within thirty days after the administrative hearing and explain
in writing the basis for that determination."
SECTION 9. A new section of the New Mexico Insurance
Code, Section 59A-63-17 NMSA 1978, is enacted to read:
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"59A-63-17. [NEW MATERIAL ] POSTING PUBLIC
INFORMATION--PUBLIC COMMENT--PUBLIC COMMENT FORUMS.--
A. Within ten days of receipt of a complete notice
of a proposed transaction, consistent with the confidentiality
provisions of Section 59A-63-12 NMSA 1978, the office shall
post on its website:
(1) the summaries, descriptions and statements
provided in the written notice; and
(2) details about how to submit comments
regarding the transaction.
B. Whenever a new notice of proposed transaction is
complete and published on the office's website, the office
shall publish a statement briefly describing the notice of
proposed transaction, the opportunity for interested parties to
provide public comment on the proposed transaction and
information on how to review public information and submit
public comment to the office regarding the proposed
transaction. The office shall publish the statement in at
least one newspaper of general circulation or other media that
is prevalent in the area affected by the transaction. The
office shall also provide the statement to municipal and county
officials; Indian nations, tribes or pueblos; military
installation commands; state legislators and the state's
congressional delegation; any labor organization that
represents employees of the impacted health care entity; and
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county health councils in the area affected by the transaction.
C. The office shall provide multiple methods for
the public to provide comments on a notice of proposed
transaction by telephone or in writing by mail or electronic
mail, anonymously or by a third party; such methods shall
provide opportunities to submit comments in languages other
than English.
D. If the office conducts a comprehensive review,
at least one public comment forum shall be held in the New
Mexico service area or areas of the New Mexico health care
entities that are parties to the proposed transaction.
E. At least ten calendar days prior to a public
comment forum, the office shall post to the office's website
information about the public comment forum and a link on the
website to materials relevant to the proposed transaction. The
forum notice and the materials shall be in a format that is
easy to find and easy to read and include information on how to
submit comments.
F. The office shall publish the notice of a public
comment forum in at least one newspaper of general circulation
or other media that is prevalent in the area affected by the
transaction. The office shall provide the notice of a public
comment forum to municipal and county officials; Indian
nations, tribes or pueblos; military installation commands;
state legislators and the state's congressional delegation; any
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labor organization that represents employees of the affected
health care entity; and county health councils in the area
affected by the transaction.
G. Public comment on a proposed transaction that is
subject to comprehensive review shall be provided in the same
manner as provided in Subsection C of this section.
H. The office shall consider public comments on a
proposed transaction in determining whether a transaction
should proceed to comprehensive review. The office shall
consider public comments and input received during public
comment forums on a proposed transaction in the office's final
determination."
SECTION 10. A new section of the New Mexico Insurance
Code, Section 59A-63-18 NMSA 1978, is enacted to read:
"59A-63-18. [NEW MATERIAL ] POST-APPROVAL TRANSACTION
OVERSIGHT.--
A. The office may audit the books, documents,
records and data of a person that is party to a transaction
that is subject to a conditional approval pursuant to Section
59A-63-16 NMSA 1978 to monitor the parties' compliance with the
conditions established by the office.
B. The office may contract with experts to assist
with monitoring ongoing compliance with imposed conditions.
The office shall designate the parties to the transaction that
shall bear the reasonable cost of retaining experts for post-
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transaction oversight.
C. A health care entity subject to a transaction
approved with conditions may apply to the office to modify or
terminate the conditions on the grounds that circumstances have
changed to justify such modification or termination. Such
application shall be made public and subject to public input
before the office acts on the application. The office may hold
a public forum to consider such an application.
D. The parties or the health care entity subject to
the transaction that was approved or conditionally approved
following comprehensive review shall submit one-, two- and
five-year reports to the office, the attorney general and the
authority in the form and manner prescribed by the office and
upon future intervals determined at the discretion of the
office. Reports shall:
(1) describe compliance with conditions placed
on the transaction, if any;
(2) describe the growth, decline and other
changes in health care services provided in New Mexico by the
health care entity;
(3) provide analyses of cost trends of the
health care entity;
(4) describe any material changes to the
information provided in the original notice of the transaction;
and
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(5) provide any other information required by
the office to monitor compliance with the conditions."
SECTION 11. A new section of the New Mexico Insurance
Code, Section 59A-63-19 NMSA 1978, is enacted to read:
"59A-63-19. [NEW MATERIAL ] ENFORCEMENT AND ADMINISTRATIVE
FINES.--
A. The office shall enforce the provisions of the
Health Care Consolidation and Transparency Act.
B. A transaction that is covered by Section
59A-63-11 NMSA 1978 shall not be effective in New Mexico
without the superintendent's written determination that no
comprehensive review is needed or without the written approval,
with or without conditions, of the superintendent following
comprehensive review.
C. Without limitation to Subsection B of this
section, a person who violates a material or substantive
provision of the Health Care Consolidation and Transparency Act
or order or rule of the superintendent issued or adopted in
accordance with that act may be assessed an administrative fine
by the superintendent of not more than five thousand dollars
($5,000) for each instance of violation unless the violation is
willful and intentional, in which case the superintendent may
assess a fine of not more than ten thousand dollars ($10,000)
for each violation, except as provided in Paragraph (2) of
Subsection D of this section. For purposes of calculating the
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fine, the superintendent shall determine what constitutes an
"instance of violation" based on:
(1) the nature of the violation, including
whether it is on a per day, per patient, per instance or other
basis;
(2) the nature of the transaction and the
circumstances of the parties involved;
(3) the potential impact on the availability,
accessibility, affordability or quality of care for patients
and consumers of health care services in the state; and
(4) any anticompetitive effects from the
proposed transaction.
D. In the event of a failure to provide the
required notice of proposed transaction, in addition to the
imposition of administrative fines, the superintendent may:
(1) require the parties to the unnoticed
transaction to submit a notice of proposed transaction to allow
the office to complete a preliminary review and:
(a) determine if the transaction should
be subject to a comprehensive review; and
(b) if needed, conduct such
comprehensive review to determine if the transaction should:
1) remain effective; 2) remain effective with conditions; or 3)
be disapproved;
(2) in the event of a willful and intentional
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failure to provide the notice of proposed transaction, impose
an administrative fine of not more than fifteen thousand
dollars ($15,000) per day from the date on which the notice was
required to be submitted to the superintendent to the date of
issuance of an order approving, approving with conditions or
disapproving the transaction; and
(3) if, following the comprehensive review and
administrative hearing, the superintendent determines that the
transaction should not be approved, the superintendent may deem
such transaction void or require that it be unwound with
respect to New Mexico.
E. Money collected from the imposition of an
administrative fine pursuant to the Health Care Consolidation
and Transparency Act shall be deposited in the current school
fund as provided by Article 12, Section 4 of the constitution
of New Mexico."
SECTION 12. A new section of the New Mexico Insurance
Code, Section 59A-63-20 NMSA 1978, is enacted to read:
"59A-63-20. [NEW MATERIAL ] DISCLOSURE OF HEALTH CARE
ENTITY OWNERSHIP AND CONTROL.--
A. Each health care entity shall report the
following information to the office and the authority on an
annual basis in a form and manner required by the office:
(1) the legal name of the health care entity
and any other names under which the health care entity conducts
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business;
(2) the business address of the health care
entity;
(3) the addresses of all locations of
operations;
(4) the business identification numbers of the
entity, as applicable, including:
(a) taxpayer identification number;
(b) national provider identifier;
(c) employer identification number;
(d) federal centers for medicare and
medicaid services certification number;
(e) national association of insurance
commissioners identification number;
(f) a personal identification number
associated with a license issued by the office; and
(g) pharmacy benefits manager
identification number associated with a license or registration
of the pharmacy benefits manager in New Mexico;
(5) the name and contact information of a
representative of the health care entity;
(6) the name, business address and business
identification numbers listed in Subparagraphs (a) through (g)
of Paragraph (4) of this subsection as applicable for each
person that, with respect to the relevant health care entity:
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(a) has an ownership or investment
interest;
(b) has a controlling interest;
(c) is a management services
organization; or
(d) is a significant equity investor;
and
(7) a current organizational chart showing the
business structure of the health care entity, including:
(a) a person listed in Paragraph (6) of
this subsection; and
(b) affiliates of the health care
entity.
B. The following health care entities are exempt
from the reporting requirements provided in Subsection A of
this section:
(1) a health care provider or provider
organization, other than a health care facility, that is owned
or controlled by another health care entity, if the health care
provider or health care provider organization, as applicable,
is shown in the organizational chart and the controlling health
care entity reports all of the information required pursuant to
Subsection A of this section on behalf of the owned or
controlled health care provider or health care provider
organization; and
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(2) any newly formed or existing independent
health care practice.
C. By October 1, 2026 and annually thereafter, the
office shall prepare a public summary and analysis of the
ownership trends for health care entities in New Mexico.
D. With the exception of information exempted from
disclosure under the Inspection of Public Records Act,
including trade secret information, information provided under
this section is public information."
SECTION 13. A new section of the New Mexico Insurance
Code, Section 59A-63-21 NMSA 1978, is enacted to read:
"59A-63-21. [NEW MATERIAL ] ACT NOT EXCLUSIVE--ATTORNEY
GENERAL.--Nothing in the Health Care Consolidation and
Transparency Act limits the authority of the attorney general
to protect consumers in the health care market or to protect
the economy of the state or any significant part of the state
insofar as health care is concerned under any state or federal
law. The authority of the attorney general to maintain
competitive markets and prosecute state and federal antitrust
and unfair competition violations shall not be narrowed,
abrogated or otherwise altered by that act."
SECTION 14. A new section of the New Mexico Insurance
Code, Section 59A-63-22 NMSA 1978, is enacted to read:
"59A-63-22. [NEW MATERIAL ] JURISDICTION.--New Mexico
courts shall have personal jurisdiction over the parties to a
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transaction subject to the provisions of the Health Care
Consolidation and Transparency Act, including the parties to
the transaction and any person affiliated with a party."
SECTION 15. A new section of the New Mexico Insurance
Code, Section 59A-63-23 NMSA 1978, is enacted to read:
"59A-63-23. [NEW MATERIAL ] CONTINUED POST-TRANSACTION
OVERSIGHT OF TRANSACTIONS APPROVED OR CONDITIONALLY APPROVED
UNDER THE HEALTH CARE CONSOLIDATION OVERSIGHT ACT.--On the
effective date of the Health Care Consolidation and
Transparency Act, a person that had given notice of a proposed
transaction to the office in accordance with the Health Care
Consolidation Oversight Act or which is still under review
pursuant to that act or a person that had acquired control over
a hospital through an approved or conditionally approved
transaction and that is under post-transaction oversight
pursuant to that act shall continue to be overseen by the
office as provided in that act. If a person required to
provide reports pursuant to that act proposes or makes material
changes to a reviewable transaction, that person shall be
reviewed as provided in the Health Care Consolidation and
Transparency Act."
SECTION 16. A new section of the New Mexico Insurance
Code, Section 59A-63-24 NMSA 1978, is enacted to read:
"59A-63-24. [NEW MATERIAL ] WHISTLEBLOWER PROTECTION--
POLICY REQUIRED--RETALIATION PROHIBITED--PENALTIES.--
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A. As used in this section:
(1) "good faith" means that a reasonable basis
exists in fact as evidenced by the facts available;
(2) "retaliatory action" means any
discriminatory or adverse action taken by a health care entity,
management services organization or health care staffing
company against a whistleblower, including termination,
discharge, demotion, suspension, harassment or limitation on
access to health care services;
(3) "unlawful or improper act" means a
practice, procedure, action or failure to act on the part of a
health care entity that is relevant to the health care entity's
obligations pursuant to the Health Care Consolidation and
Transparency Act or the Health Care Consolidation Oversight Act
or the office's or attorney general's ability to exercise
authority pursuant to those acts that:
(a) violates a federal law or regulation
or a state law or rule;
(b) is illegal, immoral, illicit, unsafe
or fraudulent;
(c) constitutes malfeasance; or
(d) constitutes: 1) gross
mismanagement; 2) a waste of funds; 3) an abuse of authority;
or 4) a substantial and specific danger to patients, consumers
or the public; and
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(4) "whistleblower" means a health care
provider; patient; patient's representative or guardian; or
officer, employee, contractor, subcontractor or authorized
agent of a health care entity who reveals information about an
unlawful or improper act by a health care entity.
B. A health care entity shall not take any
retaliatory action against a whistleblower who:
(1) discloses to the office, the attorney
general, the authority or any other state, local government or
federal entity information about an action or a failure to act
that the whistleblower believes in good faith constitutes an
unlawful or improper act;
(2) provides information to or testifies
before a public body as part of an investigation, hearing or
inquiry into an unlawful or improper act; or
(3) objects to or refuses to participate in an
activity, policy or practice that the whistleblower believes in
good faith constitutes an unlawful or improper act.
C. Every health care entity shall adopt, promulgate
and enforce a whistleblower protection policy that, at a
minimum, meets the requirements of Subsection B of this section
to protect whistleblowers from any form of retaliatory action
by the health care entity. The policy shall be posted at each
health care entity's workplace, published on its website and
given, by either written or electronic communication, to every
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officer, employee, contractor or other agent of the health care
entity.
D. Except as otherwise provided in the Health Care
Consolidation and Transparency Act and in addition to any
criminal charges or civil suits that may be brought against the
health care entity for either its unlawful or improper act or
its retaliatory actions, the superintendent may assess an
administrative fine not to exceed ten thousand dollars
($10,000) on a health care entity that the superintendent finds
has engaged in retaliatory action. Each retaliatory action or
each day of violation may be considered a separate violation.
If the superintendent finds the health care entity willfully or
repeatedly violated or continues to violate the prohibition
against retaliatory actions, the superintendent may assess an
administrative fine not to exceed one hundred thousand dollars
($100,000) for each violation.
E. The superintendent shall give notice to the
health care entity of the superintendent's intention to assess
an administrative fine and specify the findings of retaliatory
action. The health care entity may request a hearing, which
shall be conducted as provided in the Administrative Procedures
Act. The superintendent shall make final findings and
decisions, which may include the time in which the health care
entity must correct an unlawful or improper violation, and send
a copy by registered mail to the health care entity. The
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decision of the superintendent is a final agency action and may
be appealed to the district court as provided in Section
39-3-1.1 NMSA 1978. The health care entity has thirty days in
which to pay the administrative fine.
F. A health care entity that fails to stop or
correct a retaliatory action within the period allowed for its
correction, which period shall not begin to run until the date
of the final order or appeal, if applicable, may be assessed a
separate administrative fine not to exceed fifteen thousand
dollars ($15,000) for each day during which the failure to stop
or correct retaliatory action continues past the deadline for
stopping or correcting the action.
G. Administrative fines shall be deposited in the
state treasury to the credit of the current school fund as
required by Article 12, Section 4 of the constitution of New
Mexico.
H. The rights and remedies provided in this section
shall not be waived by an agreement, policy form or condition
of employment, including by an arbitration agreement.
I. Nothing in this section shall be deemed to
diminish the rights, privileges or remedies of a person
pursuant to any federal or state law or pursuant to any
collective bargaining agreement."
SECTION 17. EFFECTIVE DATE.--The effective date of the
provisions of this act is July 1, 2025.
.228786.2SA
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