SB0014

SENATE BILL 14

57th legislature - STATE OF NEW MEXICO - first session, 2025

INTRODUCED BY

Katy M. Duhigg and Reena Szczepanski

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 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 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 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, 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 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 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 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."

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:

(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

(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 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 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 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 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 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.

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 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;

(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 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 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 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;

(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 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.

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;

(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 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:

"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 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 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- 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

(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 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 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 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;

(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:

(a) has an ownership or investment interest;

(b) has a controlling interest;

(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

(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 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.--

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;

(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

(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 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 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.