| Momentum Bucket | Early Stage |
| Legal Title | AN ACT Relating to material changes to the operations and governance structure of participants in the health care marketplace; |
| Bill Description | Concerning material changes to the operations and governance structure of participants in the health care marketplace. |
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What this bill does
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This bill adds new sections to chapter 19.390 RCW and creates a state regulatory process for "material change transactions" involving hospitals, hospital systems, provider organizations, carriers, insurance holding company systems, and other entities that provide health care services in Washington. It lengthens the required pre-transaction notice period to the attorney general (AG) and the Washington State Health Care Authority (HCA) from 60 to 90 days, requires any party licensed or operating in Washington to submit notice, and supplies many definitions (for example, access/affordability/quality/equity review, acquisition, contracting affiliation, gender-affirming care, hospital, provider organization). The act states it does not alter the AG’s authority under state antitrust law.
The bill establishes new procedural requirements and timelines for review: the AG and HCA determine completeness of notices, the HCA performs an access, affordability, quality, and equity review (including financial, workforce, quality, and alternatives analyses) and holds at least one public hearing, and the AG, after receiving HCA’s report, must approve, approve with conditions, or disapprove within specified timeframes. The AG may accept emergency filings with shorter notice when an extraordinary emergency is documented and may limit or waive some information requirements to expedite review. The HCA and AG may adopt implementing rules and charge applicant fees; the AG must post certain notice information online and may subpoena evidence for hearings.
The bill creates enforcement and monitoring mechanisms and new penalties and remedies. Failure to comply with notice requirements can trigger a civil penalty of up to 10 percent of the transaction’s value; for transactions subject to full review the AG will monitor compliance for at least five years, require annual reports, may bill parties for monitoring and contract costs (with a 5 percent daily penalty on unpaid bills after 30 days), may impose fines of up to 1 percent of the transaction value per day for continued noncompliance after an order, seek injunctions, and pursue remedies including restitution, disgorgement, civil penalties, and attorneys’ fees. The Secretary of State is barred from accepting transaction-related filings if the AG has disapproved or conditions are not accepted. The act is titled the "keep our care act" and takes effect January 1, 2026. The provided material omits the statutory definition of "material change transaction," the full text of section 9 (the substantive approval standards), section 12 (the HCA review procedures referenced), and portions of several amended subsections, so some operational details and exact standards are not available in the extracted facts.
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Why it matters
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If enacted, parties that merge, acquire, or form contracting affiliations in Washington involving hospitals, hospital systems, provider organizations, carriers, insurance holding companies, federally qualified health centers, rural clinics, and some safety-net providers will face earlier and broader state review: they must give the attorney general and the health care authority at least 90 days’ written notice (shorter only in narrowly defined emergencies), provide detailed organizational and financial information depending on size and type, pay review and monitoring fees, and may be publicly listed and required to attend hearings. These reviews can delay or block transactions, lead to binding conditions, require annual reports and five years of post-closing monitoring and audits at the parties’ expense, and expose parties to significant penalties for failing to give notice (up to 10% of the transaction value), for unpaid monitoring bills (daily penalties), or for noncompliance with orders (up to 1% of transaction value per day), and the Secretary of State can refuse to accept corporate filings if the attorney general has disapproved or imposed unmet conditions.
The groups most affected are hospitals, health systems, provider organizations, and other entities doing business in Washington (and their successors), which will likely face higher transaction costs, longer timetables, and the risk that a deal will be conditioned, delayed, or disallowed to protect five‑year access, affordability, quality, and equity standards; the attorney general and health care authority will gain new review and enforcement duties and recover implementation costs from applicants. Important implementation details are missing from the provided text — notably the full statutory definition of which transactions qualify and the complete standards in “section 9” that govern approval — so the precise scope of covered deals and the specific legal tests reviewers will apply remain unclear.
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| Official Documents | View Full Bill Text |
| Hearing | House Civil Rights & Judiciary (Public) |