Vermont 2025-2026 Regular Session

Vermont House Bill H0071 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	BILL AS INTRODUCED H.71
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5	5	VT LEG #378935 v.2
6	6	H.71 1
7	7	Introduced by Representatives Bluemle of Burlington, Cordes of Lincoln, 2
8	8	Berbeco of Winooski, Black of Essex, Cina of Burlington, 3
9	9	Goldman of Rockingham, and Page of Newport City 4
10	10	Referred to Committee on 5
11	11	Date: 6
12	12	Subject: Health; health care facilities; Green Mountain Care Board; Attorney 7
13	13	General; health care entity transactions; corporate practice of 8
14	14	medicine 9
15	15	Statement of purpose of bill as introduced: This bill proposes to require health 10
16	16	care entities to provide notice to the Green Mountain Care Board and Attorney 11
17	17	General before entering into certain types of transactions and would direct the 12
18	18	Board, in consultation with the Attorney General, to review certain proposed 13
19	19	transactions and approve, approve with conditions, or disapprove them. The 14
20	20	bill would prohibit corporations from practicing medicine or otherwise 15
21	21	interfering with health care providers’ professional judgment and clinical 16
22	22	decision making. The bill would also require public reporting on ownership 17
23	23	and control of certain health care entities. 18
24	24	An act relating to health care entity transaction oversight and clinical 19
25	25	decision making 20 BILL AS INTRODUCED H.71
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29	29	VT LEG #378935 v.2
30	30	It is hereby enacted by the General Assembly of the State of Vermont: 1
31	31	Sec. 1. 18 V.S.A. chapter 226 is added to read: 2
32	32	CHAPTER 226. TRANSACTION OVERSIGHT AND CLINICAL 3
33	33	DECISION MAKING 4
34	34	Subchapter 1. General Provisions 5
35	35	§ 9521. DEFINITIONS 6
36	36	As used in this chapter: 7
37	37	(1) “Acquisition” means the direct or indirect purchase in any manner, 8
38	38	including by lease, transfer, exchange, option, receipt of a conveyance, 9
39	39	creation of a joint venture, or any other manner of purchase, such as by a 10
40	40	health care system, private equity group, hedge fund, publicly traded company, 11
41	41	real estate investment trust, management services organization, insurance 12
42	42	company, or a subsidiary of any of these entities, of a material amount of the 13
43	43	assets or operations of a health care entity. 14
44	44	(2) “Affiliate” means: 15
45	45	(A) a person who directly, indirectly, or through one or more 16
46	46	intermediaries, controls, is controlled by, or is under common control or 17
47	47	ownership of another person; 18
48	48	(B) a person whose business is operated under a lease, management, 19
49	49	or operating agreement by another entity, or a person substantially all of whose 20 BILL AS INTRODUCED H.71
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52	52
53	53	VT LEG #378935 v.2
54	54	property is operated under a management or operating agreement with that 1
55	55	other entity; 2
56	56	(C) an entity that operates the business or substantially all of the 3
57	57	property of another entity under a lease, management, or operating agreement; 4
58	58	or 5
59	59	(D) any out-of-state operations or corporate affiliate of an affiliate, as 6
60	60	defined in subdivision (A), (B), or (C) of this subdivision (2), including 7
61	61	significant equity investors, health care real estate investment trusts, and 8
62	62	management services organizations. 9
63	63	(3) “Change of control” means an arrangement in which any other 10
64	64	person acquires direct or indirect control over the operations of a health care 11
65	65	entity in whole or in substantial part. As used in this subdivision, 12
66	66	“arrangement” includes any agreement, association, partnership, joint venture, 13
67	67	management services agreement, professional services agreement, health care 14
68	68	staffing company agreement, or other arrangement that results in a change of 15
69	69	governance or control of a health care entity or a department, subdivision, or 16
70	70	subsidiary of a health care entity. 17
71	71	(4) “Control,” including “controlling,” “controlled by,” and “under 18
72	72	common control with,” means the direct or indirect power through ownership, 19
73	73	contractual agreement, or otherwise, to: 20 BILL AS INTRODUCED H.71
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78	78	(A) vote more than 10 percent of any class of voting shares of a 1
79	79	health care entity; or 2
80	80	(B) direct the actions or policies of the specified entity. 3
81	81	(5) “Health care entity” means a health care provider, health care 4
82	82	facility, provider organization, pharmacy benefit manager as defined in section 5
83	83	3602 of this title, or health insurer as defined in section 9402 of this title that 6
84	84	offers a health insurance plan in this State. 7
85	85	(6) “Health care facility” has the same meaning as in section 9432 of 8
86	86	this title. 9
87	87	(7) “Health care provider” has the same meaning as in section 9402 of 10
88	88	this title. 11
89	89	(8) “Health care services” has the same meaning as in section 9481 of 12
90	90	this title and includes all of the following: 13
91	91	(A) inpatient, outpatient, habilitative, rehabilitative, dental, palliative, 14
92	92	therapeutic, supportive, nursing home, home health, mental health, and 15
93	93	substance use disorder services provided by a health care entity; 16
94	94	(B) pharmacy services, including drugs, devices, and medical 17
95	95	supplies; 18
96	96	(C) performance of functions to refer, arrange, and coordinate care; 19
97	97	(D) durable medical equipment, diagnostic equivalent, surgical 20
98	98	devices, and infusion equipment; and 21 BILL AS INTRODUCED H.71
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103	103	(E) technology associated with providing the services and equipment 1
104	104	set forth in subdivisions (A)–(D) of this subdivision (8), such as telehealth, 2
105	105	electronic health records, software, claims processing, and utilization systems. 3
106	106	(9) “Health care staffing company” means a person engaged in the 4
107	107	business of providing or procuring health care personnel for temporary 5
108	108	employment or contracting by a health care facility, but does not include an 6
109	109	individual who independently provides the individual’s own services on a 7
110	110	temporary basis to health care facilities as an employee or contractor. 8
111	111	(10) “Licensee” means an individual licensed in this State as a physician 9
112	112	pursuant to 26 V.S.A. chapter 23 or 33, as an advanced practice registered 10
113	113	nurse pursuant to 26 V.S.A. chapter 28, or as a physician assistant pursuant to 11
114	114	26 V.S.A. chapter 31 who is authorized to diagnose and treat in the applicable 12
115	115	clinical setting. 13
116	116	(11) “Management services organization” means any organization or 14
117	117	entity that contracts with a health care provider or provider organization to 15
118	118	perform management or administrative services relating to, supporting, or 16
119	119	facilitating the provision of health care services. 17
120	120	(12)(A) “Material change transaction” means any of the following, 18
121	121	occurring during a single transaction or in a series of related transactions 19
122	122	involving a health care entity within the State that has total assets, annual 20 BILL AS INTRODUCED H.71
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125	125
126	126	VT LEG #378935 v.2
127	127	revenues, or anticipated annual revenues for new entities, of at least 1
128	128	$1,000,000.00, including both in-state and out-of-state assets and revenues: 2
129	129	(i) a corporate merger including one or more health care entities; 3
130	130	(ii) an acquisition of one or more health care entities, including 4
131	131	insolvent health care entities; 5
132	132	(iii) any affiliation, arrangement, or contract that results in a 6
133	133	change of control for a health care entity; 7
134	134	(iv) the formation of a partnership, joint venture, accountable care 8
135	135	organization, parent organization, or management services organization for the 9
136	136	purpose of administering contracts with health insurers, third-party 10
137	137	administrators, pharmacy benefit managers, or health care providers; 11
138	138	(v) a sale, purchase, lease, affiliation, or transfer of control of a 12
139	139	board of directors or governing body of a health care entity; 13
140	140	(vi) a real estate sale or lease agreement involving a material 14
141	141	amount of assets of a health care entity; or 15
142	142	(vii) the closure of a health care facility, or the closure, 16
143	143	discontinuance, or significant reduction of any essential health service 17
144	144	provided by a health care entity that is either a provider organization or health 18
145	145	care facility or any new contracts or clinical or contractual affiliations that will 19
146	146	eliminate or significantly reduce essential services. 20 BILL AS INTRODUCED H.71
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150	150	VT LEG #378935 v.2
151	151	(B) “Material change transaction” does not include any of the 1
152	152	following: 2
153	153	(i) a clinical affiliation of health care entities formed solely for the 3
154	154	purpose of collaborating on clinical trials; 4
155	155	(ii) graduate medical education programs; 5
156	156	(iii) the mere offer of employment to, or hiring of, an individual 6
157	157	health care provider; or 7
158	158	(iv) situations in which the health care entity directly, or indirectly 8
159	159	through one or more intermediaries, already controls, is controlled by, or is 9
160	160	under common control with, all other parties to the transaction, such as a 10
161	161	corporate restructuring. 11
162	162	(13) “Medical practice” means a corporate entity or partnership 12
163	163	organized for the purpose of practicing medicine and permitted to practice 13
164	164	medicine in this State, including partnerships, professional corporations, 14
165	165	limited liability companies, and limited liability partnerships. 15
166	166	(14) “Noncompetition agreement” means a written agreement between a 16
167	167	licensee and another person in which the licensee agrees that the licensee, 17
168	168	either alone or as an employee, associate, or affiliate of a third person, will not 18
169	169	compete with the other person in providing products, processes, or services 19
170	170	that are similar to the other person’s products, processes, or services for a 20
171	171	period of time or within a specified geographic area after termination of 21 BILL AS INTRODUCED H.71
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175	175	VT LEG #378935 v.2
176	176	employment or termination of a contract under which the licensee supplied 1
177	177	goods to or performed services for the other person. 2
178	178	(15) “Nondisclosure agreement” means a written agreement under the 3
179	179	terms of which a licensee must refrain from disclosing partially, fully, directly, 4
180	180	or indirectly to any person, other than another party to the written agreement or 5
181	181	to a person specified in the agreement as a third-party beneficiary of the 6
182	182	agreement: 7
183	183	(A) a policy or practice that a party to the agreement required the 8
184	184	licensee to use in patient care, other than individually identifiable health 9
185	185	information that the licensee must not disclose under the Health Insurance 10
186	186	Portability and Accountability Act of 1996, Pub. L. No. 104-191; 11
187	187	(B) a policy, practice, or other information about or associated with 12
188	188	the licensee’s employment, conditions of employment, or rate or amount of 13
189	189	pay or other compensation; or 14
190	190	(C) any other information the licensee possesses or to which the 15
191	191	licensee has access by reason of the licensee’s employment by, or provision of 16
192	192	services for or on behalf of, a party to the agreement, other than information 17
193	193	that is subject to protection under applicable law as a trade secret of, or 18
194	194	otherwise proprietary to, another party to the agreement or to a person 19
195	195	specified in the agreement as a third-party beneficiary of the agreement. 20 BILL AS INTRODUCED H.71
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199	199	VT LEG #378935 v.2
200	200	(16) “Nondisparagement agreement” means a written agreement under 1
201	201	which a licensee must refrain from making to a third party a statement about 2
202	202	another party to the agreement or about another person specified in the 3
203	203	agreement as a third-party beneficiary of the agreement, the effect of which 4
204	204	causes or threatens to cause harm to the other party’s or person’s reputation, 5
205	205	business relations, or other economic interests. 6
206	206	(17) “Ownership or investment interest” means any of the following: 7
207	207	(A) direct or indirect possession of equity in the capital, stock, or 8
208	208	profits totaling more than five percent of an entity; 9
209	209	(B) interest held by an investor or group of investors who engage in 10
210	210	the raising or returning of capital and who invest, develop, or dispose of 11
211	211	specified assets; or 12
212	212	(C) interest held by a pool of funds by investors, including a pool of 13
213	213	funds managed or controlled by private limited partnerships, if those investors 14
214	214	or the management of that pool or private limited partnership employs 15
215	215	investment strategies of any kind to earn a return on that pool of funds. 16
216	216	(18) “Private equity fund” means a publicly traded or nonpublicly traded 17
217	217	company that collects capital investments from individuals or entities and 18
218	218	purchases a direct or indirect ownership share or controlling interest of a health 19
219	219	care entity. 20 BILL AS INTRODUCED H.71
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223	223	VT LEG #378935 v.2
224	224	(19) “Provider organization” means any corporation, partnership, 1
225	225	business trust, association, or organized group of persons that is in the business 2
226	226	of health care delivery or management, whether incorporated or not, that 3
227	227	represents one or more health care providers in contracting with health insurers 4
228	228	for payment for health care services. The term includes physician 5
229	229	organizations, physician-hospital organizations, independent practice 6
230	230	associations, provider networks, accountable care organizations, management 7
231	231	services organizations, and any other organization that contracts with health 8
232	232	insurers for payment for health care services. 9
233	233	(20) “Significant equity investor” means: 10
234	234	(A) any private equity fund with a direct or indirect ownership or 11
235	235	investment interest in a health care facility; 12
236	236	(B) an investor, group of investors, or other entity with a direct or 13
237	237	indirect possession of equity in the capital, stock, or profits totaling more than 14
238	238	10 percent of a provider or provider organization; or 15
239	239	(C) any private equity fund, investor, group of investors, or other 16
240	240	entity with a direct or indirect controlling interest in a health care entity or that 17
241	241	operates the business or substantially all the property of a health care entity 18
242	242	under a lease, management, or operating agreement. 19 BILL AS INTRODUCED H.71
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246	246	VT LEG #378935 v.2
247	247	Subchapter 2. Review of Proposed Health Care Facility Transactions 1
248	248	§ 9525. NOTICE 2
249	249	(a) Notice required. Any health care entity shall, prior to consummating 3
250	250	any material change transaction, submit written notice to the Green Mountain 4
251	251	Care Board and the Attorney General not fewer than 180 days before the date 5
252	252	of the proposed material change transaction. Notice shall be considered 6
253	253	received on the first business day after the Green Mountain Care Board 7
254	254	determines that notice is complete. 8
255	255	(b) Contents of notice. Written notice shall include and contain the 9
256	256	information the Green Mountain Care Board and the Attorney General 10
257	257	determine is required. The health care entity may include any additional 11
258	258	information supporting the written notice of the material change transaction. 12
259	259	Notice is complete when the Green Mountain Care Board and the Attorney 13
260	260	General determine that all required information has been received. 14
261	261	(c) Confidentiality. 15
262	262	(1) All information provided by the submitter as part of the notice shall 16
263	263	be available for public inspection and copying under the Public Records Act 17
264	264	unless the submitter designates specific documents or information as 18
265	265	confidential when submitting the notice and the Green Mountain Care Board 19
266	266	and the Attorney General concur with the designation in accordance with a 20
267	267	process established by the Green Mountain Care Board by rule. Information 21 BILL AS INTRODUCED H.71
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271	271	VT LEG #378935 v.2
272	272	that is otherwise publicly available, or that has not been confidentially 1
273	273	maintained by the source, shall be considered public information. 2
274	274	(2) The Green Mountain Care Board and the Attorney General shall 3
275	275	maintain the confidentiality of all confidential information that is obtained in 4
276	276	relation to a material change transaction, except that the Green Mountain Care 5
277	277	Board and the Attorney General may share confidential information with each 6
278	278	other to carry out their respective authorities under this chapter and may 7
279	279	disclose any information to an expert or consultant under contract with the 8
280	280	Green Mountain Care Board or the Attorney General, provided that the expert 9
281	281	or consultant is bound by the same confidentiality requirements as the Board 10
282	282	and the Attorney General. 11
283	283	(3) Any information and documents determined to be confidential 12
284	284	pursuant to subdivision (1) of this subsection shall be exempt from public 13
285	285	inspection and copying under the Public Records Act and shall be kept 14
286	286	confidential. 15
287	287	(d) Public notice. Within 10 days after receiving written notice of a 16
288	288	material change transaction, the Green Mountain Care Board shall post on a 17
289	289	publicly available website information about the material change transaction, 18
290	290	including: 19
291	291	(1) a summary of the proposed transaction, including the identity of the 20
292	292	parties to the transaction; 21 BILL AS INTRODUCED H.71
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297	297	(2) an explanation of the groups or individuals likely to be impacted by 1
298	298	the transaction; 2
299	299	(3) information about services currently provided by the health care 3
300	300	entity, commitments by the health care entity to continue such services, and 4
301	301	any services that will be reduced or eliminated; 5
302	302	(4) details about any public hearings regarding the proposed transaction; 6
303	303	(5) how to submit public comments regarding the proposed transaction; 7
304	304	and 8
305	305	(6) any other information from the notice and other materials submitted 9
306	306	by the health care entity that the Green Mountain Care Board or the Attorney 10
307	307	General determines would be in the public interest, except for materials 11
308	308	designated confidential under subsection (c) of this section. 12
309	309	§ 9526. PRELIMINARY REVIEW 13
310	310	(a) Within 30 days following receipt of a notice of material change 14
311	311	transaction as set forth in section 9525 of this chapter, and unless otherwise 15
312	312	provided in subsection (b) of this section, the Green Mountain Care Board, in 16
313	313	consultation with the Attorney General, shall do one of the following: 17
314	314	(1) Approve the material change transaction and notify the health care 18
315	315	entity in writing that a comprehensive review is not required for the material 19
316	316	change transaction. 20 BILL AS INTRODUCED H.71
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321	321	(2) Approve the material change transaction subject to conditions set by 1
322	322	the Green Mountain Care Board and notify the health care entity in writing of 2
323	323	the conditions under which the transaction may be completed. 3
324	324	(3) Notify the health care entity in writing that the transaction is subject 4
325	325	to a comprehensive review. The Green Mountain Care Board or the Attorney 5
326	326	General, or both, may request additional information necessary to perform a 6
327	327	comprehensive review under section 9527 of this chapter. 7
328	328	(b)(1) A comprehensive review shall be required when any of the following 8
329	329	applies to the material change transaction: 9
330	330	(A) the transaction will result in the transfer of assets valued above 10
331	331	$1,000,000.00; 11
332	332	(B) the transaction occurs in a highly consolidated market for any 12
333	333	line of services offered by any party to the material change transaction; 13
334	334	(C) the transaction will cause a significant change in market share, 14
335	335	such that any resulting health care entity possesses market power upon 15
336	336	completion; 16
337	337	(D) the transaction will otherwise lessen competition, including 17
338	338	effects of vertical or cross-market transactions among different product or 18
339	339	geographic markets; 19
340	340	(E) either party to the material change transaction possesses market 20
341	341	power prior to the transaction; or 21 BILL AS INTRODUCED H.71
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346	346	(F) the Green Mountain Care Board or the Attorney General, or both, 1
347	347	at their sole discretion, determine that the material change transaction is likely 2
348	348	to have a material impact on the cost, quality, equity, or access to health care 3
349	349	services in any region in the state. 4
350	350	(2) For purposes of this subsection, “market power” means possessing 5
351	351	30 percent or more of the market share in any line of service in the relevant 6
352	352	geographic area or under other criteria that the Green Mountain Care Board 7
353	353	may define by rule. 8
354	354	(c) Nothing in this section shall be deemed to limit or infringe upon the 9
355	355	existing authority of any State agency, including the Green Mountain Care 10
356	356	Board, the Department of Financial Regulation, the Department of Health, or 11
357	357	the Attorney General, to review any transactions. 12
358	358	§ 9527. COMPREHENSIVE REVIEW PROCESS 13
359	359	(a) Not later than 90 days after determining that a transaction is subject to a 14
360	360	comprehensive review, the Green Mountain Care Board shall conduct one or 15
361	361	more public hearings or public meetings, one of which shall be in the county in 16
362	362	which the health care entity is located, to hear comments from interested 17
363	363	parties. 18
364	364	(b) The Green Mountain Care Board shall conduct a cost and market 19
365	365	impact review of the proposed transaction in consultation with the Attorney 20
366	366	General. The cost and market impact review shall examine factors relating to 21 BILL AS INTRODUCED H.71
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371	371	the proposed transaction, the transacting parties, and their relative market 1
372	372	position, including: 2
373	373	(1) the market share of each transacting party and the likely effects of 3
374	374	the transaction on competition; 4
375	375	(2) any previous transaction involving any transacting party, including 5
376	376	acquisitions of or mergers with similar health care providers, whether or not in 6
377	377	the same state; 7
378	378	(3) the prices charged by any of the transacting parties for services, 8
379	379	including their relative prices compared to others’ prices for the same services 9
380	380	in the same geographic area; 10
381	381	(4) the quality of the services provided by any health care provider or 11
382	382	providers that are party to the transaction, including patient experience; 12
383	383	(5) the cost and cost trends of the transacting entities in comparison to 13
384	384	total health care expenditures statewide; 14
385	385	(6) the availability and accessibility of services similar to those 15
386	386	provided, or proposed to be provided, through any provider or provider 16
387	387	organization that is party to the transaction within its primary service areas and 17
388	388	dispersed service areas; 18
389	389	(7) the impact of the material change transaction on competing options 19
390	390	for the delivery of health care services within the transacting parties’ primary 20
391	391	service areas and dispersed service areas; 21 BILL AS INTRODUCED H.71
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396	396	(8) the role of the transacting parties in serving at-risk, underserved, and 1
397	397	government payer patient populations; 2
398	398	(9) the role of the transacting parties in providing low-margin or 3
399	399	negative-margin services within their primary service areas and dispersed 4
400	400	service areas; 5
401	401	(10) any consumer concerns, including complaints or other allegations 6
402	402	that any provider or provider organization that is party to the transaction has 7
403	403	engaged in any unfair method of competition or any unfair or deceptive act or 8
404	404	practice; 9
405	405	(11) the transaction parties’ compliance with prior conditions and legal 10
406	406	requirements related to competitive conduct, including compliance with 11
407	407	corporate practice of medicine requirements under subchapter 3 of this chapter 12
408	408	and reporting requirements regarding health care entity ownership and control 13
409	409	under subchapter 4 of this chapter; 14
410	410	(12) the impact of the transaction on the clinical workforce, including 15
411	411	wages, staffing levels, supply, patient access, and continuity of patient-care 16
412	412	relationships; 17
413	413	(13) the impact of any real estate sale or lease agreement related to the 18
414	414	transaction on the financial condition of each health care entity that is party to 19
415	415	the transaction and its ability to maintain patient care operations; 20 BILL AS INTRODUCED H.71
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420	420	(14) in the case of a proposed closure or discontinuance of a health care 1
421	421	facility or any essential health services, the impact of the closure on health care 2
422	422	access, outcomes, costs, and equity for those in the health care facility’s 3
423	423	service area, and the health care facility’s plan for ensuring equitable access, 4
424	424	quality, affordability, and availability of essential health services within the 5
425	425	service area; and 6
426	426	(15) any other factors that the Green Mountain Care Board or the 7
427	427	Attorney General determines to be in the public interest. 8
428	428	(c)(1)(A) Each party to the proposed transaction shall provide to the Green 9
429	429	Mountain Care Board and the Attorney General: 10
430	430	(i) a copy of the party’s audited financial statements and the 11
431	431	details of all other transactions related to the proposed transaction, such as 12
432	432	investments and loans to organizations in the party’s portfolio, as well as any 13
433	433	other information provided to the party’s investors regarding the proposed 14
434	434	transaction; 15
435	435	(ii) information regarding any and all plans the party has to earn 16
436	436	investor returns, payouts, dividends, or related private payments during the 17
437	437	operation of and upon exit from the ownership of or contract with a health care 18
438	438	provider; and 19
439	439	(iii) a plain language summary of all of the means by which the 20
440	440	party plans to generate profits related to the proposed transaction. 21 BILL AS INTRODUCED H.71
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443	443
444	444	VT LEG #378935 v.2
445	445	(B) All materials acquired by the Green Mountain Care Board and 1
446	446	Attorney General pursuant to subdivision (A) of this subdivision (c)(1) shall be 2
447	447	made available to the public except to the extent that a document or other item 3
448	448	would be exempt from public inspection and copying under the Public Records 4
449	449	Act. 5
450	450	(2) The Green Mountain Care Board may request additional information 6
451	451	or documents from the transacting parties necessary to conduct a cost and 7
452	452	market impact review. Failure to respond or insufficient responses to requests 8
453	453	for information by transacting parties may result in the extension of the 9
454	454	deadline for the Green Mountain Care Board to complete the cost and market 10
455	455	impact review, the imposition of conditions for approval, or the disapproval of 11
456	456	the material change transaction. 12
457	457	(3) The Office of the Health Care Advocate shall have the right to 13
458	458	receive copies of all materials related to the proposed transaction and the 14
459	459	comprehensive review and may submit comments for the Board’s 15
460	460	consideration. The Office of the Health Care Advocate shall not further 16
461	461	disclose any confidential or proprietary information provided to the Office 17
462	462	pursuant to this section. 18
463	463	(d) All confidential or otherwise nonpublic information and documents 19
464	464	produced or obtained under this section are exempt from public inspection and 20
465	465	copying under the Public Records Act and shall be kept confidential. The 21 BILL AS INTRODUCED H.71
466	466	2025 Page 20 of 45
467	467
468	468
469	469	VT LEG #378935 v.2
470	470	Green Mountain Care Board and the Attorney General shall not disclose the 1
471	471	confidential information or documents to any person other than the Office of 2
472	472	the Health Care Advocate without the consent of the party that produced the 3
473	473	confidential information or documents, except that the Green Mountain Care 4
474	474	Board and the Attorney General may disclose any information to any other 5
475	475	State agency and to an expert or consultant under contract with the Green 6
476	476	Mountain Care Board or the Attorney General, or both, to review the proposed 7
477	477	transaction, provided that the State agency, expert, or consultant is bound by 8
478	478	the same confidentiality requirements as the Green Mountain Care Board and 9
479	479	the Attorney General. 10
480	480	(e) The Green Mountain Care Board and the Attorney General may, in their 11
481	481	sole discretion: 12
482	482	(1) contract with, consult, and receive advice from any State agency as 13
483	483	the Green Mountain Care Board or the Attorney General, or both, deems 14
484	484	appropriate; and 15
485	485	(2) contract with experts or consultants to assist in reviewing the 16
486	486	proposed agreement or transaction. 17
487	487	(f)(1) Not more than 120 days after determining that the transaction is 18
488	488	subject to a comprehensive review under this section, the Green Mountain 19
489	489	Care Board shall produce a cost and market impact review report containing 20
490	490	the findings and conclusions of the cost and market impact review, provided 21 BILL AS INTRODUCED H.71
491	491	2025 Page 21 of 45
492	492
493	493
494	494	VT LEG #378935 v.2
495	495	that the health care entity has complied with the requests for information or 1
496	496	documents pursuant to this section within 21 days following the request or by a 2
497	497	later date set by mutual agreement of the health care entity and the Green 3
498	498	Mountain Care Board or the Attorney General, as applicable. The cost and 4
499	499	market impact review report shall be posted publicly and shall not disclose 5
500	500	confidential information. 6
501	501	(2) The Green Mountain Care Board may adopt rules creating an 7
502	502	expedited process for conducting a cost and market impact review for 8
503	503	transactions resulting in a transfer of assets not to exceed $1,500,000.00 if 9
504	504	there are few competitive concerns or involving a distressed provider in danger 10
505	505	of closing, or both. 11
506	506	(g) The Green Mountain Care Board and the Attorney General shall be 12
507	507	entitled to charge their costs to the transacting parties for all actual, reasonable, 13
508	508	direct costs incurred in reviewing, evaluating, and making the determination 14
509	509	referred to in this section, including administrative costs and the costs of 15
510	510	contracted experts or consultants pursuant to subsection (e) of this section. 16
511	511	§ 9528. APPROVAL AUTHORITY 17
512	512	(a)(1) The Green Mountain Care Board, in consultation with the Attorney 18
513	513	General, shall have discretion to approve, conditionally approve, or disapprove 19
514	514	of any material change transaction for which the Green Mountain Care Board 20
515	515	receives notice under section 9525 of this chapter. Any conditions imposed 21 BILL AS INTRODUCED H.71
516	516	2025 Page 22 of 45
517	517
518	518
519	519	VT LEG #378935 v.2
520	520	pursuant to this section shall specify a time period for compliance, an 1
521	521	expiration date, or that the condition applies indefinitely. 2
522	522	(2) Notwithstanding subdivision (1) of this subsection, in the case of a 3
523	523	material change transaction involving a health insurer that would be subject to 4
524	524	review and approval by the Department of Financial Regulation, the Green 5
525	525	Mountain Care Board shall make a recommendation to the Department of 6
526	526	Financial Regulation based on the Green Mountain Care Board’s review 7
527	527	whether the transaction should be approved, disapproved, on conditionally 8
528	528	approved. 9
529	529	(b) The Green Mountain Care Board shall inform the health care entity of 10
530	530	its determination within 30 days following receipt of notice under section 9525 11
531	531	of this chapter or, in the case of comprehensive review, within 60 days 12
532	532	following the completion of the cost and market impact review. No proposed 13
533	533	material change transaction shall be completed before the Green Mountain 14
534	534	Care Board has informed the health care entity of its determination. 15
535	535	(c) In making its determination, Green Mountain Care Board, in 16
536	536	consultation with the Attorney General, may consider any factors that the 17
537	537	Board or the Attorney General deems relevant, including: 18
538	538	(1) the likely impact, as described in the cost and market impact review 19
539	539	report where applicable, of the material change transaction on: 20
540	540	(A) health care costs, prices, and affordability; 21 BILL AS INTRODUCED H.71
541	541	2025 Page 23 of 45
542	542
543	543
544	544	VT LEG #378935 v.2
545	545	(B) the availability or accessibility of health care services to the 1
546	546	affected community; 2
547	547	(C) provider cost trends and containment of total State health care 3
548	548	spending; 4
549	549	(D) access to services in medically underserved areas; 5
550	550	(E) rectifying historical and contemporary factors contributing to a 6
551	551	lack of health equities or access to services; 7
552	552	(F) the functioning and competitiveness of the markets for health care 8
553	553	and health insurance; 9
554	554	(G) the potential effects of the transaction on health outcomes, 10
555	555	quality, access, equity, or workforce, or a combination of these, for residents of 11
556	556	this State; and 12
557	557	(H) the potential loss or change in access to essential services; 13
558	558	(2) whether the material change transaction is contrary to or violates any 14
559	559	applicable law, including State antitrust laws, laws restricting the corporate 15
560	560	practice of medicine, and consumer protection laws; 16
561	561	(3) whether the benefits of the transaction are likely to outweigh the 17
562	562	anticompetitive effects from the transaction; and 18
563	563	(4) whether the transaction is in the public interest and advances the 19
564	564	principles set forth in section 9371 of this title. 20 BILL AS INTRODUCED H.71
565	565	2025 Page 24 of 45
566	566
567	567
568	568	VT LEG #378935 v.2
569	569	(d) The Green Mountain Care Board shall not approve a material change 1
570	570	transaction if any of the following conditions is met: 2
571	571	(1) the transaction would give a party ownership of the core business 3
572	572	operations of an essential community provider, as defined in 45 C.F.R. 4
573	573	§ 156.235; 5
574	574	(2) the transaction involves financing the acquisition of a health care 6
575	575	entity through the use of debt that will become an obligation of one or more of 7
576	576	the health care entities that are party to the transaction; 8
577	577	(3) the transaction involves issuing dividends or other shareholder 9
578	578	returns financed by debt that will become an obligation of one or more of the 10
579	579	health care entities that are party to the transaction; 11
580	580	(4) the transaction involves entering into any contract or other service or 12
581	581	purchasing arrangement with an affiliated legal entity, except for a contract or 13
582	582	arrangement to provide services or products, or both, that are necessary to 14
583	583	accomplish the legitimate health care purposes of the relevant health care 15
584	584	entity and the contract or arrangement provides for compensation or 16
585	585	reimbursement that is consistent with the fair market value of the services 17
586	586	rendered or products delivered; or 18
587	587	(5) the transaction would result in one or more health care entities that 19
588	588	does not accept, or that places limitations on, patients covered by Medicaid, 20
589	589	original Medicare, or Medicare Advantage. 21 BILL AS INTRODUCED H.71
590	590	2025 Page 25 of 45
591	591
592	592
593	593	VT LEG #378935 v.2
594	594	(e) Nothing in this section shall be construed to limit or alter any existing 1
595	595	authority of the Attorney General or any other State agency to enforce any 2
596	596	other law, including State or federal antitrust law, or to review transactions 3
597	597	involving nonprofit entities. 4
598	598	§ 9529. POST-TRANSACTION OVERSIGHT 5
599	599	(a) Enforcement by the Office of the Attorney General. 6
600	600	(1) The Attorney General may subpoena any records necessary to 7
601	601	enforce any provisions of this chapter or to investigate suspected violations of 8
602	602	any provisions of this chapter or any conditions imposed by conditional 9
603	603	approval pursuant to section 9528 of this chapter. The Attorney General may 10
604	604	audit the books, documents, records, and data of any entity that is subject to a 11
605	605	conditional approval under section 9528 of this chapter to monitor compliance 12
606	606	with the conditions. 13
607	607	(2)(A) The Attorney General may enforce any requirement of this 14
608	608	chapter and any conditions imposed by a conditional approval pursuant to 15
609	609	section 9528 of this chapter to the fullest extent provided by law, including 16
610	610	damages. In addition to any legal remedies the Attorney General may have, 17
611	611	the Attorney General shall be entitled to specific performance, injunctive 18
612	612	relief, and other equitable remedies a court deems appropriate for any 19
613	613	violations or imminent violation of any requirement of this chapter or breach 20
614	614	of any of the conditions and shall be entitled to recover the Office of the 21 BILL AS INTRODUCED H.71
615	615	2025 Page 26 of 45
616	616
617	617
618	618	VT LEG #378935 v.2
619	619	Attorney General’s attorney’s fees and costs incurred in remedying each 1
620	620	violation. 2
621	621	(B) In addition to the remedies set forth in subdivision (A) of this 3
622	622	subdivision (a)(2), the Attorney General may impose administrative penalties 4
623	623	for any violation of this chapter or of any conditions imposed pursuant to a 5
624	624	conditional approval under section 9528 of this chapter and may rescind or 6
625	625	deny approval for any other past, pending, or future material change 7
626	626	transactions involving the health care entity or an affiliate. 8
627	627	(3) Nothing in this subsection shall be deemed to narrow, abrogate, or 9
628	628	otherwise alter the authority of the Attorney General to prosecute violations of 10
629	629	antitrust or consumer protection requirements. 11
630	630	(b) Compliance monitoring. In order to effectively monitor ongoing 12
631	631	compliance with the terms and conditions of any transaction subject to prior 13
632	632	notice, approval, or conditional approval under this chapter, the Green 14
633	633	Mountain Care Board and the Attorney General may, in their sole discretion, 15
634	634	conduct a review or audit and may contract with experts and consultants to 16
635	635	assist in this regard. 17
636	636	(c) Annual reporting. Annually following the completion of the material 18
637	637	change transaction approved or conditionally approved by the Green Mountain 19
638	638	Care Board after a comprehensive review under section 9527 of this chapter, 20
639	639	the health care entity or other person that acquired direct or indirect control 21 BILL AS INTRODUCED H.71
640	640	2025 Page 27 of 45
641	641
642	642
643	643	VT LEG #378935 v.2
644	644	over the health care entity shall submit a report to the Green Mountain Care 1
645	645	Board and the Attorney General that: 2
646	646	(1) demonstrates compliance with conditions placed on the transaction, 3
647	647	if any; 4
648	648	(2) analyzes cost trends and cost growth trends of the parties to the 5
649	649	transaction; and 6
650	650	(3) analyzes any changes or effects of the transaction on patient access, 7
651	651	availability of services, workforce, quality, or equity. 8
652	652	(d) Costs. The Green Mountain Care Board and the Attorney General shall 9
653	653	be entitled to charge costs to the transacting parties for all actual, reasonable, 10
654	654	and direct costs incurred in monitoring ongoing compliance with the terms and 11
655	655	conditions of the sale or transfer of assets, including contractor and 12
656	656	administrative costs. 13
657	657	Subchapter 3. Prohibition on Corporate Practice of Medicine 14
658	658	§ 9531. CORPORATE PRACTICE OF MEDICINE PROHIBITED 15
659	659	(a) It is unlawful for an individual, corporation, partnership, or 16
660	660	any other entity without a license under 26 V.S.A. chapter 23 or 33 to own a 17
661	661	medical practice, employ licensees, or otherwise engage in the practice of 18
662	662	medicine. 19
663	663	(b) Notwithstanding subsection (a) of this section, an individual, 20
664	664	corporation, partnership, or any other entity without a license under 26 V.S.A. 21 BILL AS INTRODUCED H.71
665	665	2025 Page 28 of 45
666	666
667	667
668	668	VT LEG #378935 v.2
669	669	chapter 23 or 33 that is permitted to employ licensees under section 9532 of 1
670	670	this chapter shall not indirectly or directly interfere with, control, or otherwise 2
671	671	direct the professional judgment or clinical decisions of a licensee. 3
672	672	§ 9532. CORPORATE ENTITIES PERMITTED TO EMPLOY 4
673	673	PHYSICIANS 5
674	674	(a) A medical practice organized for the purpose of practicing medicine 6
675	675	may employ physicians and engage in the practice of medicine only if all of 7
676	676	the following conditions are met: 8
677	677	(1) Licensees who are licensed in this State to practice medicine must 9
678	678	hold the majority of each class of shares that are entitled to vote. 10
679	679	(2) Licensees who are licensed in this State to practice medicine must 11
680	680	comprise a majority of the directors. 12
681	681	(3) All officers except the secretary and treasurer, if any, must be 13
682	682	licensees who are licensed in this State to practice medicine. The same 14
683	683	individual may hold any two or more offices. 15
684	684	(b) Notwithstanding any provision of subsection (a) of this section to the 16
685	685	contrary, the following entities may employ physicians and engage in the 17
686	686	practice of medicine: 18
687	687	(1) federally qualified health centers; 19
688	688	(2) rural health clinics; 20
689	689	(3) free and referral clinics; 21 BILL AS INTRODUCED H.71
690	690	2025 Page 29 of 45
691	691
692	692
693	693	VT LEG #378935 v.2
694	694	(4) nonprofit hospitals; 1
695	695	(5) hospitals and other health care facilities owned or operated, or both, 2
696	696	by the State; 3
697	697	(6) ambulatory surgical centers; and 4
698	698	(7) school-based health clinics, including student health centers at 5
699	699	postsecondary schools. 6
700	700	§ 9533. REGULATION OF CONTRACTS BETWEEN MEDICAL 7
701	701	PRACTICES AND MANAGEMENT SERVICES 8
702	702	ORGANIZATIONS 9
703	703	(a) Prohibition on straw ownership. 10
704	704	(1) Each licensee owner of a medical practice shall exhibit meaningful 11
705	705	ownership of the medical practice. 12
706	706	(2) Meaningful ownership means that each licensee owner is duly 13
707	707	licensed and present in this State and is substantially engaged in delivering 14
708	708	medical care or managing the medical practice, or both. 15
709	709	(b) Prohibition on dual ownership or interests. 16
710	710	(1) Except as provided in subdivision (2) of this subsection, a 17
711	711	shareholder, director, or officer of a medical practice shall not do any of the 18
712	712	following: 19
713	713	(A) own or control shares in, serve as a director or officer of, be an 20
714	714	employee of or an independent contractor with, or otherwise participate in 21 BILL AS INTRODUCED H.71
715	715	2025 Page 30 of 45
716	716
717	717
718	718	VT LEG #378935 v.2
719	719	managing both the medical practice and a management services organization 1
720	720	with which the medical practice has a contract; or 2
721	721	(B) receive substantial compensation or remuneration from a 3
722	722	management services organization in return for ownership or management of 4
723	723	the medical practice. 5
724	724	(2) Subdivision (1) of this subsection shall not apply to the shareholders, 6
725	725	directors, or officers of a medical practice if the medical practice owns a 7
726	726	majority of the interest in the management services organization or separate 8
727	727	legal entity. 9
728	728	(c) Prohibition on stock transfer restriction agreements. 10
729	729	(1) A medical practice shall not transfer or relinquish control over the 11
730	730	sale, the restriction of the sale, or the encumbrance of the sale of the medical 12
731	731	practice’s shares or assets. 13
732	732	(2) A medical practice shall not transfer or relinquish control over the 14
733	733	issuing of shares of stock in the medical practice, in a subsidiary of the medical 15
734	734	practice or an entity affiliated with the medical practice, or the paying of 16
735	735	dividends. 17
736	736	(d) Prohibition on restrictive covenants. 18
737	737	(1) Noncompetition agreements. 19 BILL AS INTRODUCED H.71
738	738	2025 Page 31 of 45
739	739
740	740
741	741	VT LEG #378935 v.2
742	742	(A) Except as provided in subdivision (B) of this subdivision (d)(1), a 1
743	743	noncompetition agreement between a licensee and another person is void and 2
744	744	unenforceable. 3
745	745	(B) Notwithstanding subdivision (A) of this subdivision (d)(1), a 4
746	746	noncompetition agreement between a licensee and another person is valid and 5
747	747	enforceable if the licensee is a shareholder or member of the other person or 6
748	748	otherwise owns or controls an ownership or membership interest that is 7
749	749	equivalent to 25 percent or more of the entire ownership or membership 8
750	750	interest that exists in the other person. 9
751	751	(2) Nondisclosure and nondisparagement agreements. 10
752	752	(A) Except as provided in subdivision (B) of this subdivision (d)(2), a 11
753	753	nondisclosure agreement or nondisparagement agreement between a licensee 12
754	754	and a management services organization is void and unenforceable. 13
755	755	(B) Subdivision (A) of this subdivision (d)(2) shall not be deemed to 14
756	756	limit or otherwise affect any cause of action that: 15
757	757	(i) a party to, or third-party beneficiary of, the agreement may 16
758	758	have with respect to a statement of a licensee that constitutes libel, slander, a 17
759	759	tortious interference with contractual relations, or another tort for which the 18
760	760	party has a cause of action against the licensee; and 19
761	761	(ii) does not depend upon or derive from a breach or violation of 20
762	762	an agreement described in subdivision (1) of this subsection (d). 21 BILL AS INTRODUCED H.71
763	763	2025 Page 32 of 45
764	764
765	765
766	766	VT LEG #378935 v.2
767	767	(e) Limitations on advertising. It is unlawful for a management services 1
768	768	organization or other legal entity that is not the medical practice to advertise 2
769	769	the medical practice’s services under the name of the entity that is not the 3
770	770	medical practice. 4
771	771	(f) Prohibition on relinquishing control of medical practice. 5
772	772	(1) A medical practice shall not, by means of a contract or other 6
773	773	agreement or arrangement, by providing in the medical practice’s articles of 7
774	774	incorporation or bylaws, by forming a subsidiary or affiliated entity, or by 8
775	775	other means, relinquish control over or otherwise transfer de facto control over 9
776	776	any of the medical practice’s administrative, business, or clinical operations 10
777	777	that may affect clinical decision making or the nature or quality of medical 11
778	778	care that the medical practice delivers. 12
779	779	(2) Conduct prohibited under subdivision (1) of this subsection 13
780	780	includes relinquishing ultimate decision-making authority over: 14
781	781	(A) hiring or termination, setting work schedules and compensation, 15
782	782	or otherwise specifying terms of employment of employees who are licensed to 16
783	783	practice medicine in this State or who are licensed in this State as a physician 17
784	784	assistant or advanced practice registered nurse; 18
785	785	(B) the disbursement of revenue generated from physician fees and 19
786	786	other revenue generated by physician services; 20 BILL AS INTRODUCED H.71
787	787	2025 Page 33 of 45
788	788
789	789
790	790	VT LEG #378935 v.2
791	791	(C) collaboration and negotiation with hospitals and other health care 1
792	792	facilities in which the licensees of the medical practice may deliver clinical 2
793	793	care, including controlling licensee schedules as a means of discipline; 3
794	794	(D) setting staffing levels, or specifying the period of time that a 4
795	795	licensee may spend with a patient, for any location that serves patients; 5
796	796	(E) making diagnostic coding decisions; 6
797	797	(F) setting clinical standards or policies; 7
798	798	(G) setting policies for patient, client, or customer billing and 8
799	799	collection; 9
800	800	(H) setting the prices, rates, or amounts the medical practice charges 10
801	801	for a licensee’s services; or 11
802	802	(I) negotiating, executing, performing, enforcing, or terminating 12
803	803	contracts with third-party payers or persons who are not employees of the 13
804	804	medical practice. 14
805	805	(3) The conduct described in subdivision (2) of this subsection does not 15
806	806	prohibit: 16
807	807	(A) collection of quality metrics as required by law or in accordance 17
808	808	with an agreement to which the medical practice is a party; or 18
809	809	(B) setting criteria for reimbursement under a contract between the 19
810	810	medical practice and an insurer or a payer or entity that otherwise reimburses 20
811	811	the medical practice for providing medical care. 21 BILL AS INTRODUCED H.71
812	812	2025 Page 34 of 45
813	813
814	814
815	815	VT LEG #378935 v.2
816	816	(4) A medical practice may relinquish or transfer control over the 1
817	817	medical practice’s administrative, business, or clinical operations that will not 2
818	818	affect clinical decision making or the nature or quality of medical care that the 3
819	819	medical practice delivers, provided that the medical practice executes a 4
820	820	shareholder agreement exclusively between or among and for the benefit of a 5
821	821	majority of shareholders who are physicians licensed in this State to practice 6
822	822	medicine and the shareholder agreement. 7
823	823	§ 9534. PROTECTIONS FOR EMPLOYED LICENSEES 8
824	824	(a) Application. The provisions set forth in this section apply to licensees 9
825	825	who are employed by, or who provide health care services under contract with, 10
826	826	an unlicensed person, corporation, or other entity under section 9532 of this 11
827	827	chapter. 12
828	828	(b) Prohibition on restrictive covenants. 13
829	829	(1) Noncompetition agreements. A noncompetition agreement between 14
830	830	a licensee and an employer or other entity is void and unenforceable. 15
831	831	(2) Nondisclosure and nondisparagement agreements. 16
832	832	(A) Except as provided in subdivision (B) of this subdivision (b)(2), a 17
833	833	nondisclosure agreement or nondisparagement agreement between a licensee 18
834	834	and an employer or other entity is void and unenforceable. 19
835	835	(B) Subdivision (A) of this subdivision (b)(2) shall not be deemed to 20
836	836	limit or otherwise affect any cause of action that: 21 BILL AS INTRODUCED H.71
837	837	2025 Page 35 of 45
838	838
839	839
840	840	VT LEG #378935 v.2
841	841	(i) a party to, or third-party beneficiary of, the agreement may 1
842	842	have with respect to a statement of a licensee that constitutes libel, slander, a 2
843	843	tortious interference with contractual relations, or another tort for which the 3
844	844	party has a cause of action against the licensee; and 4
845	845	(ii) does not depend upon or derive from a breach or violation of 5
846	846	an agreement described in subdivision (1) of this subsection (b). 6
847	847	(c) Prohibition on directing licensee’s professional judgment or clinical 7
848	848	decisions. Conduct prohibited under subsection 9531(b) of this chapter 8
849	849	includes controlling, either directly or indirectly, through discipline, 9
850	850	punishment, threats, adverse employment actions, coercion, retaliation, 10
851	851	excessive pressure, or otherwise, any one or more of the following: 11
852	852	(1) the period of time a licensee may spend with a patient, including the 12
853	853	time permitted for a licensee to triage patients in the emergency department or 13
854	854	evaluate admitted patients; 14
855	855	(2) the period of time within which a licensee must discharge a patient; 15
856	856	(3) the clinical status of a patient, including whether the patient should 16
857	857	be admitted to inpatient status, whether the patient should be kept in 17
858	858	observation status, whether the patient should receive palliative care, and 18
859	859	whether and where the patient should be referred upon discharge, such as a 19
860	860	skilled nursing facility; 20 BILL AS INTRODUCED H.71
861	861	2025 Page 36 of 45
862	862
863	863
864	864	VT LEG #378935 v.2
865	865	(4) the diagnoses, diagnostic terminology, or codes that are entered into 1
866	866	the medical record by the licensee; 2
867	867	(5) the range of clinical orders available to licensees, including by 3
868	868	configuring the medical record to prohibit or significantly limit the options 4
869	869	available to the licensee; or 5
870	870	(6) any other action specified by rule to constitute impermissible 6
871	871	interference or control over the clinical judgment and decision making of a 7
872	872	licensee. 8
873	873	Subchapter 4. Transparency in Ownership and Control of Health Care Entities 9
874	874	§ 9541. REPORTING OF OWNERSHIP AND CONTROL OF HEALTH 10
875	875	CARE ENTITIES 11
876	876	(a) Except as otherwise provided in subsection (b) of this section, each 12
877	877	health care entity shall report to the Green Mountain Care Board at least once 13
878	878	every two years and upon the consummation of a material change transaction 14
879	879	involving the entity, in a form and manner required by the Board, the following 15
880	880	information: 16
881	881	(1) the health care entity’s legal name; 17
882	882	(2) the health care entity’s business address; 18
883	883	(3) the locations of the health care entity’s operations; 19
884	884	(4) the health care entity’s business identification numbers, as 20
885	885	applicable, including: 21 BILL AS INTRODUCED H.71
886	886	2025 Page 37 of 45
887	887
888	888
889	889	VT LEG #378935 v.2
890	890	(A) taxpayer identification number (TIN); 1
891	891	(B) national provider identifier (NPI); 2
892	892	(C) employer identification number (EIN); 3
893	893	(D) Centers for Medicare and Medicaid Services certification number 4
894	894	(CCN); 5
895	895	(E) National Association of Insurance Commissioners (NAIC) 6
896	896	identification number; 7
897	897	(F) a personal identification number associated with a license issued 8
898	898	by the Department of Financial Regulation; and 9
899	899	(G) a pharmacy benefit manager identification number associated 10
900	900	with a licensed issued to a pharmacy benefit manager in this State; 11
901	901	(5) the name and contact information of a representative of the health 12
902	902	care entity; 13
903	903	(6) the name, business address, and business identification numbers 14
904	904	listed in subdivision (4) of this subsection for each person who, with respect to 15
905	905	the relevant health care entity: 16
906	906	(A) has an ownership or investment interest; 17
907	907	(B) has a controlling interest; 18
908	908	(C) is a management services organization; or 19
909	909	(D) is a significant equity investor; 20 BILL AS INTRODUCED H.71
910	910	2025 Page 38 of 45
911	911
912	912
913	913	VT LEG #378935 v.2
914	914	(7) a current organizational chart showing the business structure of the 1
915	915	health care entity, including: 2
916	916	(A) any entity listed in subdivision (6) of this subsection (a); 3
917	917	(B) affiliates, including entities that control or are under common 4
918	918	control as the health care entity; and 5
919	919	(C) subsidiaries; 6
920	920	(8) for a health care entity that is a provider organization or a health care 7
921	921	facility: 8
922	922	(A) the affiliated health care providers identified by name, license 9
923	923	type, specialty, NPI, and other applicable identification number listed in 10
924	924	subdivision (4) of this subsection (a); the address of each health care provider’s 11
925	925	principal practice location; and whether the health care provider is employed or 12
926	926	contracted by the entity; and 13
927	927	(B) the name and address of affiliated health care facilities by license 14
928	928	number, license type, and capacity; 15
929	929	(9) the names; NPI, if applicable; and compensation of: 16
930	930	(A) the members of the health care entity’s governing board, board of 17
931	931	directors, or similar governance body; 18
932	932	(B) any entity that is owned or controlled by, affiliated with, or under 19
933	933	common control as the health care entity; and 20
934	934	(C) any entity listed in subdivision (6) of this subsection (a); and 21 BILL AS INTRODUCED H.71
935	935	2025 Page 39 of 45
936	936
937	937
938	938	VT LEG #378935 v.2
939	939	(10) comprehensive financial reports of the health care entity and any 1
940	940	ownership and control entities, including audited financial statements, cost 2
941	941	reports, annual costs, annual receipts, realized capital gains and losses, 3
942	942	accumulated surplus, and accumulated reserves. 4
943	943	(b) The following health care entities are exempt from the reporting 5
944	944	requirements set forth in subsection (a) of this section: 6
945	945	(1) a health care entity that is an independent provider organization, 7
946	946	without any ownership or control entities, consisting of two or fewer 8
947	947	physicians; provided, however, that if such health care entity experiences a 9
948	948	material change transaction under subchapter 2 of this chapter, the health care 10
949	949	entity is subject to reporting under subsection (a) of this section upon the 11
950	950	consummation of the transaction; and 12
951	951	(2) a health care provider or provider organization that is owned or 13
952	952	controlled by another health care entity, if the health care provider organization 14
953	953	is shown in the organizational chart submitted under subdivision (a)(7) of this 15
954	954	section and the controlling health care entity reports all the information 16
955	955	required under subsection (a) of this section on behalf of the controlled or 17
956	956	owned entity; provided, however, that health care facilities are not subject to 18
957	957	this exemption. 19 BILL AS INTRODUCED H.71
958	958	2025 Page 40 of 45
959	959
960	960
961	961	VT LEG #378935 v.2
962	962	§ 9542. SHARING OF OWNERSHIP INFORMATION TO IMPROVE 1
963	963	TRANSPARENCY 2
964	964	(a) Information provided under this section shall be public information and 3
965	965	shall not be considered confidential, proprietary, or a trade secret; provided, 4
966	966	however, that any individual health care provider’s taxpayer ID that is also the 5
967	967	individual’s Social Security number shall be exempt from public inspection 6
968	968	and copying under the Public Records Act and shall be kept confidential. 7
969	969	(b) On or before February 1, 2027, and every two years thereafter, the 8
970	970	Green Mountain Care Board shall post on its website a report with respect to 9
971	971	the previous two-year period, including: 10
972	972	(1) the number of health care entities reporting for such year, 11
973	973	disaggregated by the business structure of each specified entity; 12
974	974	(2) the names, addresses, business structure of any entities with an 13
975	975	ownership or controlling interest in each health care entity; 14
976	976	(3) any change in ownership or control for each health care entity; 15
977	977	(4) any change in the tax identification number of a health care entity; 16
978	978	(5) as applicable, the name, address, tax identification number, and 17
979	979	business structure of other affiliates under common control, subsidiaries, and 18
980	980	management services entities as the health care entity, including the business 19
981	981	type and the tax identification number of each; and 20 BILL AS INTRODUCED H.71
982	982	2025 Page 41 of 45
983	983
984	984
985	985	VT LEG #378935 v.2
986	986	(6) an analysis of trends in horizontal and vertical consolidation, 1
987	987	disaggregated by business structure and provider type. 2
988	988	(c) The Green Mountain Care Board may share information reported under 3
989	989	this subchapter with the Attorney General, other State agencies, and other State 4
990	990	officials to reduce or avoid duplication in reporting requirements or to facilitate 5
991	991	oversight or enforcement pursuant to the Vermont law, or both, and any tax 6
992	992	identification numbers that are individual Social Security numbers may be 7
993	993	shared with the Attorney General, other State agencies, and other State 8
994	994	officials who agree to maintain the confidentiality of such information. The 9
995	995	Board may, in consultation with the relevant State agencies, merge similar 10
996	996	reporting requirements where appropriate. 11
997	997	§ 9543. ADMINISTRATION AND ENFORCEMENT 12
998	998	(a)(1) The Board shall also specify the format and content of reports 13
999	999	required under this subchapter and impose penalties for noncompliance. 14
1000	1000	(2) Board may require additional reporting of data or information that it 15
1001	1001	determines is necessary to better protect the public’s interest in monitoring the 16
1002	1002	financial conditions, organizational structure, business practices, and market 17
1003	1003	share of each registered health care entity. 18
1004	1004	(b) The Board may assess and collect from health care entities its 19
1005	1005	reasonable costs in overseeing and implementing this subchapter. 20 BILL AS INTRODUCED H.71
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1007	1007
1008	1008
1009	1009	VT LEG #378935 v.2
1010	1010	(c) The Board is authorized to audit and inspect the records of any health 1
1011	1011	care entity that has failed to submit complete information pursuant to this 2
1012	1012	subchapter or if the Board has reason to question the accuracy or completeness 3
1013	1013	of the information submitted pursuant this subchapter. 4
1014	1014	(d) The Board shall conduct annual audits of a random sample of health 5
1015	1015	care entities to verify compliance with, accuracy of, and completeness of the 6
1016	1016	reported information pursuant to this subchapter. 7
1017	1017	(e) If a health care entity fails to provide a complete report under section 8
1018	1018	9541 of this chapter, or submits a report containing false information, the 9
1019	1019	entity shall be subject to a civil penalty as determined by the Attorney General. 10
1020	1020	Subchapter 5. Enforcement of Chapter 11
1021	1021	§ 9547. ENFORCEMENT OF CHAPTER 12
1022	1022	(a) Enforcement by Attorney General. 13
1023	1023	(1) The Attorney General may subpoena any records necessary to 14
1024	1024	enforce any provisions of this chapter or to investigate suspected violations of 15
1025	1025	any provisions of this chapter or any conditions imposed by conditional 16
1026	1026	approval pursuant to the material transactions review process. 17
1027	1027	(2)(A) The Attorney General may enforce any requirement of this 18
1028	1028	chapter and any conditions imposed by a conditional approval pursuant to the 19
1029	1029	material transactions review process to the fullest extent provided by law, 20
1030	1030	including damages. In addition to any legal remedies the Attorney General 21 BILL AS INTRODUCED H.71
1031	1031	2025 Page 43 of 45
1032	1032
1033	1033
1034	1034	VT LEG #378935 v.2
1035	1035	may have, the Attorney General shall be entitled to specific performance, 1
1036	1036	injunctive relief, and other equitable remedies a court deems appropriate for 2
1037	1037	any violations or imminent violation of any requirement of this chapter or any 3
1038	1038	violations or breach of any of the conditions and shall be entitled to recover the 4
1039	1039	attorney’s fees and costs incurred in remedying each violation. 5
1040	1040	(B) In addition to the remedies set forth in subdivision (A) of this 6
1041	1041	subdivision (a)(2), the Attorney General may impose administrative penalties 7
1042	1042	for violations of this chapter or of any conditions imposed pursuant to a 8
1043	1043	conditional approval and may rescind or deny approval for any other past, 9
1044	1044	pending, or future material change transactions involving the health care entity 10
1045	1045	or an affiliate. 11
1046	1046	(3) Nothing in this subsection shall narrow, abrogate, or otherwise alter 12
1047	1047	the authority of the Attorney General to prosecute violations of antitrust or 13
1048	1048	consumer protection requirements. 14
1049	1049	(b) Administrative enforcement. 15
1050	1050	(1) Any entity that violates any provision of this chapter or any rules 16
1051	1051	adopted pursuant this chapter may be subject to administrative penalties 17
1052	1052	imposed by the Green Mountain Care Board. 18
1053	1053	(2) The Green Mountain Care Board may disapprove any transaction or 19
1054	1054	agreement that violates this chapter. 20 BILL AS INTRODUCED H.71
1055	1055	2025 Page 44 of 45
1056	1056
1057	1057
1058	1058	VT LEG #378935 v.2
1059	1059	(3) The Green Mountain Care Board may refer any entity to the 1
1060	1060	Attorney General to review for enforcement of any noncompliance with this 2
1061	1061	chapter or rules adopted pursuant to this chapter. 3
1062	1062	(c) Private right of action. 4
1063	1063	(1) Any person aggrieved by a violation of this chapter may bring an 5
1064	1064	action in the Civil Division of the Superior Court without exhaustion of any 6
1065	1065	alternative administrative remedies provided in this chapter. 7
1066	1066	(2) If the court finds that the respondent has intentionally violated any 8
1067	1067	provision of this chapter or any rule adopted pursuant to this chapter, it may 9
1068	1068	award actual damages, punitive damages, or other equitable relief, or a 10
1069	1069	combination of these. 11
1070	1070	§ 9548. RULEMAKING 12
1071	1071	The Green Mountain Care Board and the Attorney General, as applicable, 13
1072	1072	shall adopt rules as needed to implement the provisions of this chapter, 14
1073	1073	including establishing what: 15
1074	1074	(1) constitutes a “material” change transaction, which shall include any 16
1075	1075	changes to health care services or line of business that affects competition or 17
1076	1076	access in one or more geographic regions of the State; 18
1077	1077	(2) it means to acquire direct or indirect control over a health care entity 19
1078	1078	in whole or in substantial part; 20 BILL AS INTRODUCED H.71
1079	1079	2025 Page 45 of 45
1080	1080
1081	1081
1082	1082	VT LEG #378935 v.2
1083	1083	(3) constitutes a “significant reduction” and “essential health services”; 1
1084	1084	and 2
1085	1085	(4) information is required for notice of a material change transaction 3
1086	1086	pursuant to section 9525 of this chapter. 4
1087	1087	Sec. 2. EFFECTIVE DATE 5
1088	1088	This act shall take effect on July 1, 2025. 6