At least 15 states require pre-closing notice, eight more acted in 2026, and the filings reach roll-up transactions that federal antitrust review never sees.
Key Takeaways
- How many states: At least 15 states have health care transaction notice requirements, and NCSL counts at least 35 requiring notice of some mergers, closures or affiliations.
- This year’s additions: Eight states enacted or expanded requirements this year, with California’s AB 1415 and SB 351 taking effect January 1.
- Clocks of 30 to 180 days: Notice periods run from 30 to 180 days before closing, and extended reviews in several states push past 180.
- Why these deals qualify: ABA and behavioral health acquisitions are usually too small for federal reporting, which makes state filings the place these deals get examined.
In Oregon, a covered health care transaction cannot close until the Oregon Health Authority has reviewed it, and the filing is due a minimum of 180 days beforehand. California requires notice to the Office of Health Care Affordability at least 90 days before closing, with authority to extend into a cost and market impact review. New Mexico’s Health Care Authority has a 120-day review clock once a complete notice is filed. New York requires notice to the Department of Health 30 days ahead, which is then forwarded to the attorney general, though that statute stops short of authorizing the state to block a closing.
None of those statutes were written with applied behavior analysis in mind. All of them can reach it. The autism and behavioral health sectors have spent a decade consolidating through transactions small enough to sit below federal antitrust reporting thresholds, and state transaction review laws are built to capture exactly that tier of deal.
Where State Transaction Review Laws Stand in 2026
Counts vary by definition. At least 15 states have health care specific transaction notice requirements, as Crowell noted when California enacted its most recent pair of laws. The National Conference of State Legislatures takes a broader view, counting at least 35 states that require hospitals, health systems, physician groups or private equity firms to notify a state agency of certain mergers, closures or contractual affiliations. Firms tracking the filings, including Sidley, maintain state-by-state summaries because the definitions differ enough that the same transaction can be reportable in one state and invisible in the next. NCSL sorts the statutes into three tiers that are useful shorthand for deal planning: notice alone, notice with review, and notice with review and approval authority. Only the third tier can stop a transaction, but all three can delay one.
The direction is consistent. Eight states enacted laws or regulations affecting health care transactions in the 2026 sessions alone, according to a Bass Berry summary published after most legislatures adjourned, covering new or expanded notice and approval requirements, mini-HSR filings, corporate practice of medicine restrictions and ownership reporting. Maine moved from an outright moratorium on private equity and REIT ownership of hospitals, which expired in June, toward a regulated framework. Connecticut added transparency and governance requirements for nursing homes with private equity or REIT involvement.
A second track runs alongside the health-specific laws. California enacted its version of the Uniform Antitrust Premerger Notification Act in February 2026, which requires parties filing federal premerger notifications to send the same materials to the state attorney general. Several states have adopted or are considering the uniform act, and it operates independently of the health care statutes. A transaction large enough for federal reporting can now trigger a state antitrust filing and a health agency notice covering the same deal on different timelines.
California’s Two Laws and the MSO Question
California’s changes matter beyond California because of the structures they name. AB 1415 extends notice obligations to management services organizations and other entities that sit above the licensed provider, and SB 351 codifies elements of the state’s corporate practice of medicine doctrine with restrictions on private investor control of clinical operations. Both took effect January 1, 2026, and the Office of Health Care Affordability published proposed implementing regulations in May, as Holland & Knight tracked across the 2026 sessions.
An MSO is the standard holding structure in consolidated outpatient care, including much of the behavioral health and autism market. A law that reaches the management company rather than only the clinical entity reaches the actual party to most of these transactions.
ABA Roll-Ups Match What These Laws Were Built to Catch
The sector’s consolidation pattern is well documented. Private equity firms acquired close to 600 autism therapy sites over a decade, according to the study Acuity examined this summer, concentrating in states with higher autism prevalence and more generous insurance mandates. Those acquisitions were mostly small: single clinics, regional groups, practices with a handful of locations. Individually they fall under federal reporting thresholds. Cumulatively they reshape a local market, which is the gap state laws were written to close.
Several states compound the effect by setting no materiality threshold at all. Colorado, Connecticut, New Mexico, Rhode Island and Vermont require notice without a size floor, as an analysis in the American Bar Association’s Business Law Today noted. In those states, the size of a transaction does not determine whether it is reportable.
There is a second reason these laws intersect with autism services specifically. State enrollment and credentialing requirements have made opening a new clinic harder in several markets, as Acuity found in its reporting on the accreditation bottleneck blocking new Massachusetts clinics. When organic entry slows, acquiring an already-enrolled provider becomes the practical route into a state, which pushes more growth through transactions and therefore through the filing queue.
What the Filings Require and What They Cost in Time
Disclosure obligations are extensive. A more recent Business Law Today analysis describes filings that include ownership and control party identification, organizational charts, ownership structures, operational and financial data, transaction agreements and supporting economic analyses. For a founder-owned ABA group with informal financial reporting, assembling that package is itself a diligence exercise.
Timing is the more predictable cost. Advance notice periods generally run 30 to 90 days, but regulators routinely request additional information, and in Massachusetts, Oregon and California a decision to conduct a fuller review can extend the pre-closing period to 180 days or more. A Kirkland summary of the Oregon program puts the state’s baseline at a 180-day pre-close notice that must be approved before closing. Deals structured on a 60-day signing-to-closing assumption do not survive contact with that calendar.
Scope is the question to answer first, because definitions of a covered health care entity differ by state and some exclude categories of facility. Determining whether a given behavioral health or ABA entity is covered in a given state is a threshold legal question rather than a general rule, and it is worth resolving before a letter of intent rather than after.
Multi-state platforms have to run the analysis jurisdiction by jurisdiction. A regional ABA company operating in six states may be reportable in three of them, subject to an approval requirement in one, and exempt in the rest, with each filing running on its own clock. Those clocks do not align, and the longest one governs the closing date.
What This Changes for Sellers and Buyers in Behavioral Health
Longer timelines favor well-documented sellers. A filing that requires financial statements, ownership charts and an economic rationale rewards organizations whose compliance posture is already clean, and penalizes those that would need six months to assemble the file. The regulatory record a provider carries into a sale now includes its state enrollment status, its accreditation standing where states have begun requiring it, as Acuity reported in its coverage of the Massachusetts accreditation bottleneck, and its exposure to reimbursement changes of the kind Indiana set in motion with its Medicaid ABA rate phasedown.
Buyers face a different calculation. Public filings create a record that competitors, regulators and sometimes the press can read, in a sector where commercial reimbursement economics are already under scrutiny. Markets with managed care structures layered on top, such as Florida’s carve-in of behavior analysis, add a second review process in practice if not in statute.
More states will take up these bills when legislatures return in 2027. Until then, the review of a behavioral health deal starts months before anyone signs, and it starts in a filing cabinet rather than a negotiation.
