State Spotlight: Nebraska and Minnesota as Models for Health Care Transaction Oversight

In the last few decades, consolidation among health care providers has reshaped US health care markets. The empirical evidence is clear that consolidation decreases competition and increases costs, while reducing access to and quality of care for patients. And this consolidation is ubiquitous; as of 2025, 94 percent of hospitals operate in highly concentrated markets. Concerns about highly concentrated markets are further heightened by the rise of private equity, as these investors primarily consolidate providers as a means of financial arbitrage and profit maximization, with disastrous outcomes for hospitals and patients alike.

Given these concerns, many states have taken up reforms to strengthen their authority to monitor and oversee hospital transactions. In this blog, we provide background on the scope of state transaction oversight laws, and spotlight Nebraska and Minnesota’s authorities. While we have previously written about Oregon’s Health Care Market Oversight program and highlighted recent developments to Massachusetts’ and New Mexico’s authorities, here we spotlight two states with lesser known, but robust, authorities. As other states consider bolstering their transaction oversight, these states may serve as models. 

Background on Transaction Oversight

Transaction oversight is a regulatory process that enables state-level agencies to receive notice of, review, and/or approve certain health care transactions¹. Transactions typically include “material changes”––mergers, acquisitions, and changes in ownership––or the sale of assets, such as a hospital’s property. Transaction oversight authorities allow regulators to monitor health care markets, and determine the impact of consolidation or a specific transaction on costs, patient access, and quality. 

As of October 2025, 41 states and DC have some explicit authority to oversee hospital transactions. The scope of these laws vary on several factors:

• Scope of Covered Entities – Transaction oversight may be limited to certain types of providers––physician practices, hospitals, etc.––and/or to the provider’s ownership status. For example, some states only have authority to monitor nonprofit transactions, several states can monitor nonprofit and for-profit transactions, and some states have created explicit authority for transactions involving private equity investors.

• Scope of Covered Transactions – States may limit oversight to certain types of transactions, such as non-profit to for-profit conversions. Similarly, states may impose transaction thresholds based on revenue, market share, or transaction size. In recent years, more states have added authority to oversee transactions involving private equity, real estate investment trusts (REIT), or other private investors.

• Scope of Authority – The specific transaction-related authorities can range significantly, from transparency-based oversight to more robust authority to impose and enforce transaction conditions. State authorities on hospital transaction oversight can be classified into several categories:

1. No transaction oversight 

Hospitals are not required to provide notification of proposed transactions. The state does not review, approve, or monitor transactions.

2. Notification only 

Hospitals must notify relevant agencies of a proposed transaction. Advanced notice is typically required between 30 and 90 days prior to the close date.

3. Notification and review authority

Hospitals must notify the relevant agency of a proposed transaction, and the agency can review the transaction. Through the Clayton Act, nearly all states can oppose transactions that threaten competition or create a monopoly. States can build on this authority to review mergers for other factors, including access, quality, workforce, equity, service line availability, and other public interest factors. States typically grant review authority to the attorney general and/or state health department. In some instances, both agencies have concurrent, collaborative review and approval authority.

4. Notification, review, and approval authority

Hospitals must notify the relevant agency of a proposed transaction, and the agency must review the transaction. Based on the review, the agency (or agencies) can deny, approve, or impose conditions on the transaction. In some states, the agencies may have administrative authority to block a transaction, whereas other states may require a court order to block or unwind transactions.  

5. Notification, review, approval, and post-transaction oversight authority

In addition to notification, review, and approval authority, the agency (or agencies) can continue to monitor the transaction after closing. In a sub-set of these states, the agencies can impose penalties, improvement plans, unwind the transaction or revoke licenses if the entities are not in compliance with the transaction conditions.

Within these broad buckets of authority, states have taken nuanced approaches to transaction oversight; no state’s authority is exactly the same as another’s. Across the country though, the majority of states fall on either end of this spectrum, with either minimal notification authority or more comprehensive review and approval authority. We explore the latter side of this spectrum in more detail below.

For more state-specific details, see CHIR’s 50-state map on hospital transaction oversight.

Several States Lead the Way in Transaction Oversight Authority

Within the spectrum of state authority, nine states have notification, review, approval, and post-transaction oversight authority for some types of hospital transactions: Colorado, Connecticut, Hawaii, Massachusetts, Minnesota, Nebraska, New Mexico, Oregon, and Rhode Island. States on the other end of the spectrum could learn much from these states with more robust authority, and we provide Nebraska and Minnesota’s authority as examples below.

Nebraska’s Transaction Oversight Authority

In 1996, Nebraska’s legislature unanimously enacted the Nonprofit Hospital Sale Act, which granted the attorney general and Department of Health and Human Services (DHHS) authority to review and approve transactions involving nonprofit hospitals (Neb. Rev. Stat. §§ 71-20,102 to 71-20,113). 

The agencies receive prior notice of transactions, and can supplement review of the application with additional sources of information: a financial and economic analysis from an independent expert, public hearings, and subpoenas. Both agencies maintain independent review criteria, and DHHS is explicitly directed to determine if there are “sufficient safeguards are included to assure the affected community continued access to affordable care,” among other criteria. Based on this review, the attorney general holds administrative authority to block the transaction. After the transaction, the agencies both hold enforcement authority, and DHHS can revoke the entity’s license for miscompliance. For more details on Nebraska’s statute, see Table 1 below.

While the attorney general receives advanced notice (30 days prior) of hospital conversions from non-profit to for-profit status, the attorney general does not have explicit authority to review or approve transactions that only involve for-profit hospitals. Despite the less substantial oversight over for-profit hospitals, Nebraska’s nonprofit oversight authority remains robust, as both agencies hold distinct review authority and can enforce conditions post-transaction. And this authority may have helped deter the aggressive market consolidation seen in other states: from 2000 to 2025, Nebraska’s average hospital market concentration only minimally increased, and the state only had one hospital merger that significantly reduced market competition. 

Minnesota’s Transaction Oversight Authority 

Minnesota’s market oversight authority, recently conferred by the legislature, may have been prompted by increases in consolidation.

In 2011, Minnesota repealed a 1989 law that provided the attorney general explicit antitrust oversight authority over nonprofit corporations. In short order, the state experienced more than ten hospital mergers that each significantly increased market concentration––and in some regions, led to monopolies. This degree of unregulated consolidation may have prompted the state to revisit key provisions of their 1989 law: in 2023, Minnesota extended nonprofit oversight authority to health care entities, and the state also passed a broader transaction oversight law (Minn. Stat. § 317A.811; Minn. Stat. § 145D. 01).    

Minnesota’s new oversight laws work in tandem to monitor hospital markets. All eligible transactions must provide notice to the attorney general and the Commissioner of Health, but only the attorney general holds approval authority. Beyond concerns from decreased competition in the state, the attorney general can seek to block transactions that threaten the public interest, as currently seen in two pending cross-market mergers. For nonprofit transactions, the attorney general can consider the transaction’s impacts on the hospital’s charitable trust, public benefit, and fiduciary duty. While these authorities are quite strong, the attorney general does not have administrative authority to block a transaction, and instead must take action in court, which can be a difficult, resource-intensive process. Following a transaction, the attorney general may enjoin, unwind the transaction, or seek other relief if the hospital is not in compliance. The Commissioner of Health may also conduct analyses of the transaction’s impact on costs, consolidation, and quality of the health care market. For more details on Minnesota’s statute, see Table 1 below.

While Minnesota’s statute will not undo the high levels of consolidation the state experienced in the last decade, this law can limit further consolidation. As the saying goes, while the best time to plant a tree was 20 years ago, the second-best time is now. The same could be said for transaction oversight; while Nebraska acted 20 plus years ago, Minnesota serves as an example and inspiration for how states can act now.

Looking Ahead

States aiming to advance competitive markets should consider the experience of states with the most robust oversight authority, like Nebraska and Minnesota, as well as Oregon, Massachusetts, New Mexico, and several others. However, in many states, hospital systems have already become highly consolidated–and in too many cases effective monopolies. In such states policymakers may need to pursue additional regulatory authorities to reduce health care costs, such as through price regulation and other strategies.

Table 1. Summary of Nebraska and Minnesota’s Transaction Oversight Statutes

Sources: Neb. Rev. Stat. §§ 71-20,102 to 71-20,113; Minn. Stat. § 317A.811; Minn. Stat. § 145D. 01