SB0014PAS

SENATE HEALTH AND PUBLIC AFFAIRS COMMITTEE SUBSTITUTE FOR

SENATE BILL 14

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

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 OF HOSPITALS OR ACQUISITIONS OF HEALTH CARE PROVIDER ORGANIZATIONS BY HEALTH INSURERS; PROVIDING FOR NOTICE, PRELIMINARY AND COMPREHENSIVE REVIEWS; PROVIDING FOR APPROVAL, APPROVAL WITH CONDITIONS OR DISAPPROVAL AND POST-TRANSACTION OVERSIGHT; REQUIRING ANNUAL NOTICES OF OWNERSHIP; PROVIDING PROTECTIONS FOR WHISTLE BLOWERS; 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-63-23 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, a conveyance or a joint venture, of all or substantially all of the assets, equity or operations of a person;

B. "affiliate" or "affiliated with" 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;

(3) a hospital that has all or substantially all of its patient care facilities operated under a lease, management, license or similar agreement by another person; or

(4) a person that operates the business or substantially all of the patient care facilities of another person under a lease, management, operating, license or similar agreement;

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", "controlling", "controlled by" and "under common control with" means 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 license or lease agreements, by contract or otherwise;

F. "essential services" means health care services that are:

(1) covered by the state medicaid program;

(2) required to be included in health plans pursuant to state or federal law; or

(3) required to be included in qualified health plans offered through the New Mexico health insurance exchange;

G. "health care provider" means a person certified, registered, licensed or otherwise authorized under state law to perform or provide health care services to persons in New Mexico;

H. "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 and independent health care providers, but does not include hospitals;

I. "health care services" means the care, prevention, diagnosis, treatment or relief of an illness, injury, disease or other medical, mental or behavioral health or substance use disorder condition;

J. "health care staffing company" means a person engaged in the business of providing, procuring for employment or contracting health care personnel for a hospital, but does not include a health care provider who independently provides the provider's own services to a hospital as an employee or contractor;

K. "health insurer" means a person required to be licensed or subject to the Insurance Code or the insurance laws of any other state in connection with the business of health insurance, excluding insurance producers;

L. "hospital" means a hospital licensed by the authority but does not include state-owned special hospitals operated by the department of health;

M. "independent health care provider" means a corporation, partnership, limited liability company, nonprofit organization, trust, association or other legal entity entirely owned or controlled by health care providers who provide health care services to patients in New Mexico;

N. "management services organization" means a person that contracts with a hospital 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 of the hospital as a whole or those provided by a hospital division, department or subsidiary;

O. "office" means the office of superintendent of insurance;

P. "party" means a person who is party to a transaction or acquisition subject to the Health Care Consolidation and Transparency Act; and

Q. "transaction" means any of the following:

(1) a merger with a hospital or with a person controlling a hospital;

(2) an acquisition of a hospital or a person controlling a hospital;

(3) an affiliation, agreement or other arrangement:

(a) that results in the change of control of a hospital;

(b) that results in a change of control of a hospital department, division or subsidiary that provides health care services;

(d) involving a hospital that may eliminate or significantly reduce essential services in New Mexico; or

(4) a sale, mortgage, lease, license, transfer or other agreement involving all or substantially all the patient care facilities of a hospital or the real estate on which the hospital is located."

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-- PRESUMPTION OF CONTROL.--

A. The oversight power of the office pursuant to the Health Care Consolidation and Transparency Act applies only to:

(1) proposed transactions between two or more parties, whether or not domiciled or otherwise located in New Mexico, that involve a change in control of a New Mexico hospital;

(2) proposed acquisitions of health care provider organizations by a hospital or a person that is owned by or affiliated with a hospital; and

(3) proposed acquisitions of one or more health care provider organizations located, whether in whole or in part, in New Mexico, or the employment of a health care provider by a health insurer or by a person that is owned or affiliated with a health insurer.

B. 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) transactions in which the hospital 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;

(4) 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;

(5) the hiring, offer of employment, agreement or contract with an independent health care provider, physician or other health care provider to provide health care services; or

(6) nonconsecutive agreements between or on behalf of a health care staffing company and hospital to provide health care providers 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.

C. 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 entity. This presumption may be rebutted by a showing that control does not in fact exist in the manner provided by Section 59A-37-19 NMSA 1978.

D. After furnishing a notice to all parties and providing them 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] NOTICE OF PROPOSED TRANSACTION OR ACQUISITION--EXPERT CONSULTATIONS--PAYMENT OF COSTS--EMERGENCY EXEMPTION.--

A. Parties to a proposed transaction or acquisition may request a pre-notice conference to determine if they are required to file a notice or to discuss the potential extent of a review. The office shall schedule the pre-notice conference within fifteen days of the request.

B. The parties to a proposed transaction or acquisition shall submit to the office at least sixty days prior to the anticipated effective date of the proposed transaction or acquisition a written notice of the proposed transaction or acquisition 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 or acquisition documents or other appropriate officer of each party acceptable to the office.

C. Unless otherwise determined by the superintendent, the parties shall be jointly and severally obligated 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.

D. Entry into a binding agreement before a proposed transaction or acquisition is effectuated is not a violation of the Health Care Consolidation and Transparency Act if it remains subject to regulatory review and approval by the office.

E. The notice of a proposed transaction or acquisition 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, and 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 of the transaction or acquisition agreements;

(3) a statement describing the goals and the anticipated impact on the current and future provision of essential services in New Mexico;

(4) a list of the geographic service areas that will be affected;

(5) a description of the patients, employees and other persons that are likely to be affected;

(6) a description of the anticipated impact on current and future wages, benefits, working conditions, employment protections and restrictions and other terms and conditions of employment for employees of the hospital or health care provider organization that is party to, or the subject of, the proposed transaction or acquisition;

(7) a summary of the essential services currently provided by applicable hospital or health care provider organization and the other parties; commitments of the parties and the hospital or health care provider organization to continue those services; and essential services that will be added, reduced or eliminated in the service area in which they are currently provided, including an explanation of why any services will be reduced or eliminated;

(8) a summary of the plans of the parties with respect to any patient care facilities owned by the hospital or the real estate on which the hospital is located or the health care provider organization following the closing of the transaction or acquisition;

(9) organizational charts for each of the parties identifying all of the direct and indirect parents, subsidiaries, affiliates and controlling individuals and entities of each of the parties; and

(10) copies of all agreements, including any memoranda of understanding, letters of intent or other documents setting forth the negotiated terms and conditions of the proposed transaction or acquisition; provided that such agreements shall remain confidential and be exempt from disclosure pursuant to the Inspection of Public Records Act.

F. The office shall consult with the authority about the potential effect of a proposed transaction or acquisition and consider the authority's feedback and review in making the office's final determination.

G. The office shall provide all notices and documents received from any of the parties to a proposed transaction or acquisition to the authority and the attorney general. The attorney general may provide input to the office about the potential effect of a proposed transaction or acquisition relative to the Antitrust Act, the Unfair Practices Act or other state or federal law.

H. The office may consult with any other state agency to the extent that agency has expertise related to a proposed transaction or acquisition or the communities or populations that may be affected by a transaction or acquisition.

I. The office may retain actuaries, accountants, attorneys or other professionals who are qualified and have expertise in the type of transaction or acquisition under review as necessary to assist the office in conducting its review of a proposed transaction or acquisition.

J. The parties shall not effectuate a proposed transaction or acquisition 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 or acquisition has been effectuated.

K. The office may waive the requirement of a preliminary or comprehensive review of a transaction or acquisition if there is an emergency situation that threatens access to essential services and the transaction or acquisition is urgently needed to protect the interest of patients 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 that the parties to a transaction or acquisition 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 Section 59A-63-13 NMSA 1978.

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 or acquisition 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 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. Within fifteen days after the notice of a proposed transaction or acquisition is filed, the office shall notify the parties in writing if the notice is complete or, if the notice is incomplete, specify what additional information must be submitted.

B. A notice of a proposed transaction or acquisition shall be deemed complete by the office when all of the information required by the Health Care Consolidation and Transparency Act is submitted by the parties.

C. The office may request additional relevant information or documents at any time after a notice is complete. In such circumstances, the time periods described below in this section shall be tolled until the office receives such additional material.

D. Should the scope of a proposed transaction or acquisition be significantly modified from that outlined in the initial notice, the parties shall resubmit the notice with the modifications, and the time periods set out in the Health Care Consolidation and Transparency Act shall be restarted.

E. No later than sixty days after receiving a complete notice, the office shall conclude its preliminary review.

F. If the office determines that a comprehensive review is necessary, the office shall complete the comprehensive review in accordance with Section 59A-63-15 NMSA 1978 within ninety days or, if there is potential for disapproval, then an administrative hearing shall be required pursuant to that section and shall be held within one hundred eighty days.

G. If the office holds an administrative hearing, the office shall make its decision and issue a final order within thirty days following an administrative hearing."

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] PRELIMINARY REVIEW OF PROPOSED TRANSACTIONS.--

A. The purpose of the preliminary review is to determine whether a proposed transaction or acquisition should receive a comprehensive review by the office.

B. To determine whether a proposed transaction or acquisition should be subject to comprehensive review, the office shall consider whether the proposed transaction or acquisition:

(1) is necessary to maintain the solvency of a hospital;

(2) is in the interest of patients or may have negative effects on the availability, accessibility, affordability or quality of health care services for patients, including the reduction or elimination of essential services;

(3) 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 hospitals or health care provider organizations that are parties to or the subject of the proposed transaction or acquisition;

(4) may impose practice restrictions on health care providers; and

(5) has such other factors as the office deems necessary or appropriate to complete its preliminary review.

C. The office shall also consider the experience, competence and integrity of the parties that will acquire control following the transaction or acquisition and each person who controls such parties.

D. Following the conclusion of a 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 or acquisition, subject to the post-closing reporting requirements; or

(2) the transaction or acquisition is subject to a comprehensive review and include the reasons for that determination."

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] COMPREHENSIVE REVIEW OF PROPOSED TRANSACTIONS AND ACQUISITIONS.--

A. The superintendent shall notify the submitting parties in writing of the office's determination that a comprehensive review is necessary and the reasons for the determination.

B. If the office determines that a comprehensive review of a proposed transaction or acquisition is necessary, the office shall confer with the authority and may consult with 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 or acquisition, the office shall hold an administrative hearing before the superintendent makes the final decision.

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 or acquisition, and the parties shall promptly reply using the form of communication requested by the office and verified by an officer of a party if required by the office.

E. In conducting a comprehensive review of a proposed transaction or acquisition, the office may consider the likely effect in New Mexico of the proposed transaction or acquisition 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 to any community likely to be affected by the proposed transaction or acquisition, including the accessibility of culturally responsive care and access to services in medically underserved areas;

(3) the health care market share of a party and whether the proposed transaction or acquisition 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;

(4) wages, salaries, benefits and working conditions of employees of the hospital, including employment protections and contract provisions involving labor conditions that are required to comply with state and federal law;

(5) patient and payer cost trends and containment of total state health care spending;

(6) health care quality, incident and similar reports or filings and related litigation involving any hospital or health care provider organization owned by the parties that will acquire control following the transaction or acquisition and each person that controls such parties or their provision of health care services within or without New Mexico to the extent relevant to assess the availability, accessibility, affordability or quality of care or coverage in the relevant markets; and

(7) such other factors that the office deems necessary or appropriate to complete its comprehensive review.

F. Following completion of a comprehensive review above, the receipt of input from the authority, and if consulted, the attorney general and other state agencies and input from public forums and other public comments, the office shall approve the proposed transaction or acquisition, with or without conditions, unless the office determines that an administrative hearing is necessary to consider disapproval because of a substantial likelihood of:

(1) a significant reduction in the availability, accessibility, affordability or quality of care for patients of health care services; or

(2) any anticompetitive effects from the proposed transaction or acquisition that outweigh the benefits of the transaction or acquisition.

G. The superintendent shall make a final determination to approve a proposed transaction or acquisition with or without conditions or disapprove a proposed transaction or acquisition and, if disapproved, issue a final order within thirty days after the administrative hearing."

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] POSTING PUBLIC INFORMATION--PUBLIC COMMENT--PUBLIC COMMENT FORUMS.--

A. Within ten days of receipt of a complete notice of a proposed transaction or acquisition, the office shall post the notice on its website, including the summaries, descriptions and statements required in the notice but excluding the material transaction or acquisition documents.

B. The office shall publish a statement briefly describing a notice of proposed transaction or acquisition in at least one newspaper of general circulation or other media that is prevalent in the area affected by the transaction or acquisition. The office shall also provide the statement to municipal and county officials; Indian nations, tribes and pueblos; military installation commands; state legislators and the state's congressional delegation; any labor organization that represents employees of the impacted hospital or health care provider organization; and county health councils in the area affected by the transaction or acquisition.

C. With respect to website, newspaper and other disseminations and communications described in Subsection B of this section, the office shall provide details on how the public can provide comments and offer multiple methods to provide the comments on a notice of a proposed transaction or acquisition by telephone or in writing by mail or electronic mail, anonymously or by a third party and 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 hospital or health care provider organization that is party to or the subject of the proposed transaction or acquisition.

E. At least ten calendar days prior to the 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 or acquisition. 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 a 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 or acquisition. The office shall provide the notice of the public comment forum to municipal and county officials; Indian nations, tribes and pueblos; military installation commands; state legislators and the state's congressional delegation; any labor organization that represents employees of the affected hospital or health care provider organization; and county health councils in the area affected by the transaction or acquisition.

G. Public comment on a proposed transaction or acquisition 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 and input received during the public comment forum on a proposed transaction or acquisition in the office's 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] POST-TRANSACTION OVERSIGHT.--

A. The office may audit the books, documents, records and data of a party to or the subject of a transaction or acquisition that is subject to a conditional approval 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 or acquisition that shall bear the reasonable cost of retaining experts for post-transaction or acquisition oversight.

C. A hospital or health care provider organization subject to a transaction or acquisition 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. The application shall be made public and subject to public input before the office acts on an application. The office may hold a public comment forum to consider the application.

D. The parties or the hospital subject to a transaction or acquisition 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 applicable conditions;

(2) describe the growth, decline and other changes in health care services provided in New Mexico;

(3) provide analyses of cost trends of the hospital;

(4) describe any material changes to the information provided to the office in connection with the comprehensive review; and

(5) provide any other information required by the office to monitor compliance with the conditions."

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] WHISTLE BLOWER PROTECTION--DEFINITIONS--POLICY REQUIRED--RETALIATION PROHIBITED-- PENALTIES.--

A. As used in this section:

(1) "good faith" means that a reasonable basis exists as evidenced by the facts available;

(2) "retaliatory action" means any discriminatory or adverse action taken by a hospital against a whistle blower, 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 hospital that is relevant to its obligations pursuant to the Health Care Consolidation and Transparency Act, 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) "whistle blower" means a health care provider; patient; patient's representative or guardian; or officer, employee, contractor, subcontractor or authorized agent of a hospital who reveals information about an unlawful or improper act by the hospital.

B. A hospital shall not, either directly or indirectly, take any retaliatory action against a whistle blower 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 whistle blower 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 whistle blower believes in good faith constitutes an unlawful or improper act.

C. Every hospital shall adopt, promulgate and enforce a whistle blower protection policy that, at a minimum, meets the requirements above to protect whistle blowers from any form of retaliatory action by the hospital. The policy shall be posted at each hospital workplace, published on the hospital's website and given, by either written or electronic communication, to every officer, employee, contractor or other agent of the hospital.

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 hospital 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 hospital 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 that the hospital 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 hospital of the superintendent's intention to assess an administrative fine and specify the findings of retaliatory action. The hospital may request a hearing, which shall be conducted as provided for in the Administrative Procedures Act. The superintendent shall make final findings and decisions, which may include the time in which the hospital must correct an unlawful or improper violation, and shall send a copy by registered mail to the hospital as applicable. 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 hospital shall have thirty days to pay an administrative fine.

F. A hospital 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 the 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 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 or acquisition 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. 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 proposed transaction or acquisition and the circumstances of the parties involved;

(3) the potential impact on the availability, accessibility, affordability or quality of care for patients of health care services in New Mexico; and

(4) any anticompetitive effects from the proposed transaction or acquisition.

D. In the event of a failure to provide the required notice of proposed transaction or acquisition, 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 or acquisition to allow the office to complete a preliminary review and:

(a) determine if the transaction or acquisition should be subject to a comprehensive review; and

(b) if needed, conduct such comprehensive review to determine if the transaction or acquisition 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 or acquisition, 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 or acquisition; and

(3) if, following the comprehensive review and administrative hearing, the superintendent determines that the transaction or acquisition should not be approved, the superintendent may deem the transaction or acquisition 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 state treasury to the credit of 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 OWNERSHIP AND CONTROL.--

A. Each hospital and health care provider organization 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) legal name of and any other names under which it conducts business and operations;

(2) principle business address and the addresses of all other locations;

(3) the name and contact information of a representative;

(4) the name and business address for each person that, with respect to the relevant hospital or health care provider organization, has a controlling interest or is a controlling person; and

(5) a current organizational chart showing the business structure of the hospital or health care provider organization, including:

(a) each person listed in Paragraph (4) of this subsection; and

(b) affiliates of the hospital or the health care provider organization.

B. The following health care provider organizations are exempt from the reporting requirements provided in Subsection A of this section:

(1) a health care provider or health care provider organization that is owned or controlled by another hospital or health care provider organization, if the owner or controlling person is shown in the organizational chart and the owner or controlling person provides the information required pursuant to Subsection A of this section; and

(2) any newly formed or existing health care provider organization.

C. By October 1, 2026 and annually thereafter, the office shall prepare a public summary and analysis of the ownership trends for hospitals and health care provider organizations in New Mexico."

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 have personal jurisdiction over the parties to a transaction or acquisition subject to the provisions of the Health Care Consolidation and Transparency Act, including the parties to the transaction or acquisition and any entity 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 OR ACQUISITION 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, an entity that had given notice of a proposed transaction or acquisition to the office in accordance with the Health Care Consolidation Oversight Act or that is still under review pursuant to that act or an entity that had acquired control over a hospital through an approved or conditionally approved transaction or acquisition and that is under post-transaction or acquisition oversight pursuant to that act shall continue to be overseen by the office as provided in that act. If an entity required to provide reports pursuant to that act proposes or makes material changes to a reviewable transaction or acquisition, that entity shall be reviewed as provided in the Health Care Consolidation and Transparency Act."

SECTION 16. EFFECTIVE DATE.--The effective date of the provisions of this act is July 1, 2025.

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