TL;DR: Yesterday, Senators Elizabeth Warren, Ron Wyden, and Jeff Merkley introduced a bill that would completely change who is allowed to own, run, brand, and finance a medical practice in this country. If it becomes law, it will upend the MSO/PC structure that a huge share of today’s healthcare companies are built on. The good news for operators: it won’t pass this year. The news you shouldn’t ignore: it’s the clearest sign yet of where these laws are heading, so it’s worth understanding now.
What it does. At its core, the Stop Corporate Takeovers of Physicians Act says a medical practice has to be owned and controlled by the doctors and similar licensed providers who actually work there - not by an outside company. But it goes well past the usual corporate-practice-of-medicine rules. It also blocks the share-transfer agreements management companies use to protect their relationships with affiliates practices; bans practices from marketing under a management company’s brand instead of their own name; throws out non-compete, non-disclosure, and non-disparagement agreements - even between a doctor-owned practice and its own physicians; and protects doctors’ every day medical decisions, down to how much time they spend with a patient.
The biggest problem for national companies: the doctor-owner has to be licensed and actually practicing in every state where the practice sees patients, which breaks the common setup of using one physician licensed in all 50 states to own a nationwide network. The FTC would enforce it, and the penalties are steep - triple damages, private lawsuits, and being cut off from Medicare and Medicaid.
Will it pass? Not this session. No Republicans have signed on, and with Republicans controlling Congress, it likely won’t get a vote. But that’s not really the point. The bill follows a fast-growing wave of state laws doing the same thing - Oregon, Massachusetts, New Mexico, Indiana, and Washington all acted in 2025 - and it hands state lawmakers a ready-made model they could copy and even make tougher.
Bottom line: If you run an MSO/PC structure anywhere in the country, this trend affects you no matter what happens in DC this session.
What does the Stop Corporate Takeovers of Physicians Act actually do?
The bill would make it unlawful for any entity not majority-owned and controlled by licensees (i.e., physicians and other advanced practice providers such as physician assistants and nurse practitioners) to own or control a medical practice, employ a licensee, or otherwise practice medicine — a federal CPOM ban, full stop, with exceptions only for nonprofit or public health care providers, hospitals, hospital-affiliated clinics, critical access hospitals, and rural emergency hospitals.
Beyond the ownership ban, the bill:
Voids non-compete, non-disclosure, and non-disparagement agreements and makes them void and unenforceable. Critically, this ban is not limited to the MSO/PC relationship: it applies to “any licensee, health care provider, or management services organization,” which means it reaches agreements between a medical practice and its own physician employees. The only carve-out is for non-competes between a licensee and their own practice where that licensee owns 25% or more of the practice. So, a physician-owned practice could not impose a non-compete on junior associate physicians who hold little or no equity, and NDAs and non-disparagement clauses are void even inside a wholly physician-owned practice, with no ownership exception at all. A separate clarification preserves ordinary tort claims (libel, slander, tortious interference), confirming the target is contractual “gag” clauses that silence physicians.
Similar to existing laws like SB351 inCalifornia, lists specific prohibited MSO controls over a "friendly" practice: hiring and firing, work schedules,compensation, staffing levels, revenue targets, billing practices, diagnosticcoding, clinical standards, and negotiating or terminating third-party payorcontracts, among others.
Makes it unlawful for an MSO to advertise the services of a medical practice under the name of an entity that is not the medical practice. This is a direct hit on the standard MSO/PC branding model, in which the MSO owns the consumer-facing brand and licenses it to its affiliated PCs so patients find, book, and receive care under the MSO’s name rather than the PC’s name. Nearly every branded, multi-state MSO/PC platform operates this way, and this provision would force those companies to advertise under each PC’s own name. It would be a fundamental disruption to how these businesses acquire and retain patients.
Makes it unlawful for an MSO to control or enter into an agreement to control or restrict the sale or transfer of a medical practice’s shares, interests, or assets, or to permit any non-licensee to do so. That would directly outlaw the standard contractual tool at the heart of the MSO-PC model, sometimes called a share transfer restriction agreement (STRA). This is meaningfully more restrictive than current state CPOM law: regimes like California’s SB 351 constrain operational control but do not prohibit the MSO from holding share-transfer rights outright, leaving the STRA-based friendly-PC structure largely intact. Removing that mechanism strikes at the primary means MSOs use to, for instance, maintain continuity of operations in the event the PC owner is unable to continue in that role, and to secure loans provided to their affiliated practices.
Separately protects a licensee’s clinicaljudgment from interference. In a distinct subsection, the bill bars a health care provider from directly or indirectly — through discipline, threats, adverse employment actions, coercion, retaliation, or excessive pressure — interfering with, controlling, or directing a licensee’s professional judgment or clinical decisions. The enumerated examples are strikingly granular:
o specifying how much time a licensee may spend with a patient (including time to begin or complete evaluations in an emergency department);
o determining a patient’s clinical status (inpatient admission, observation, palliative care, or referral to a facility such as a skilled nursing facility);
o specifying how quickly treatment must be initiated;
o controlling where a patient is referred upon discharge;
o having final decision-making authority over diagnoses, diagnostic terminology, or diagnosis codes entered into the medical record;
o controlling or limiting the range of clinical orders available (including by configuring the medical record to influence clinical decisions);
o and a catch-all for “any other action” the FTC, in consultation with HHS, determines interferes with a licensee’s clinical judgment.
This is fundamentally a patient-protection and clinical-autonomy provision, and it reaches well beyond what current state CPOM laws police — those regimes generally focus on ownership and business control, not this level of operational, care-delivery-specific detail.
What would enforcement look like?
The FTC would enforce the law, treating any violation as an unfair or deceptive business practice and giving the FTC power to write rules under it. On top of that, the penalties stack up: private parties could sue andrecover triple their damages plus attorney's fees, state attorneys general could sue on behalf of their residents, and violators would automatically be barred from Medicare, Medicaid, and other federal health care programs.
What would happen to existing state CPOM laws?
Importantly, this bill does not preempt stricter state law. This is a federal floor, and states remain free to go further. And it has no grandfathering or phase-in period for existing MSO/PC structures. The requirements take effect one year after enactment, applying in full toarrangements already in place. That is a meaningfully harder line than Oregon's law, discussed below, which gives MSOs and practices in existence before its June 9, 2025 enactment until 2029 to come into compliance.
Note: If your practice model involves dentistry, behavioral health, or another licensed profession outside this definition, this bill would not apply to it even if enacted.
Why this is broader than a corporate practice of medicine ban.
It would be a mistake to read this bill as just a federal version of CPOM restrictions. Traditional CPOM asks one question: is a non-doctorcompany owning or controlling the practice? This bill asks that too - but three of its restrictions go further, and several apply even when there is no management company or outside investor anywhere in the picture:
1. The branding ban stops a practice from advertising under any name but its own, upending the licensed-brand model most national platforms are built on.
2. The gag-clause ban voids non-competes, NDAs, and non-disparagement agreements - reaching inside even a fully doctor-owned group that has no management company and no outside money.
3. The clinical-judgment protections reach individual care decisions, from time per patient to diagnosis coding -territory no current CPOM law touches.
Is this just about private equity in healthcare?
No. Despite the fact that the bill's own press release describes it as targeting "private equity funds, insurance companies, and other for-profit corporations," that phrase never appears anywhere in the bill text itself.
The bill doesn't ban private equity by name. And, more to the point, it doesn't limit itself to private equity at all. Its prohibition is entity-neutral: it catches a venture-backed startup, a bootstrapped or self-funded company, a family office, or any other business the same way it catches a PE fund, so long as licensees don't hold both majority ownership and majority governance. That is a critical departure from state laws like California's SB 351, which are drafted to target private equity specifically. Under this federal bill, the source of your capital is irrelevant — if your practice violates the defined CPOM protections in this bill, the funding label won't save you.
There is also a second, easily overlooked qualification on who can count as a licensee owner, and for the clients I work with, it would be the biggest structural threat in the bill. Beyond the ownership-and-control math, the bill requires that licensee owners be (1) licensed and present in a State where services to patients are furnished by the medical practice, and (2) substantially engaged in delivering medical care. Both are independent requirements, and both must be satisfied.
That is a direct hit on the “51’er” model—that is, the practice of a single physician who holds licenses in all 50 states plus D.C. owning an entire national network of PCs. Under this bill, that physician could not qualify as the licensee owner in any state where they are not actually present and furnishing care, and the “substantially engaged in delivering medical care” requirement would be difficult if not impossible for any physician in a multi-state model to meet. A national platform relying on one or a handful of multi-licensed “friendly” owners would need a genuinely practicing, in-state licensee owner in every state where it operates, a fundamental redesign of how many multi-state MSO/PC networks are currently structured.
Is this bill modeled on Oregon's law and why does that matter?
Yes, explicitly. And this matters because the sponsors chose to build on the strictest CPOM law in the country. While California’s CPOM regime has drawn far more national attention and is the most actively enforced, in my opinion it is not the most stringent - Oregon’s SB 951 is. By taking Oregon as the template rather than a more familiar or heavily litigated state model, the federal bill anchors itself to the high-water mark of CPOM restriction, which tells you the direction and ceiling this legislative wave is aiming for.
Is this part of a bigger trend?
Why yes, so glad you asked. I can’t say this often enough. This bill doesn’t stand a chance this session. The trend is the actual story. As I wrote above, Oregon's SB 951 is the strictest of the bunch, but it was not alone even in 2025: Massachusetts, New Mexico, Indiana, and Washington all passed laws that year strengthening oversight of health care deals and MSO transactions. The federal bill is the loudest, most visible data point in a wave of state activity that was already moving before it existed. And it was introduced by sponsors who are explicit that they're following the states’ lead.
California is the sharpest illustration of where this trend translates into real enforcement. Its CPOM law took effect January 1, 2026, and AG Rob Bonta wasted no time using it. In March 2026, his office filed an amicus brief in Art Center Holdings, Inc. v. WCE CA Art, LLC, arguing that a private equity-backed MSO was improperly controlling a physician practice. In May 2026, the AG announced a settlement with Aspen Dental Management over alleged corporate practice of dentistry and false advertising violations, extracting $2 million in penalties, $300,000 in restitution, and injunctive terms. And on June 26, 2026, the AG announced a further settlement with Carbon Health Technologies. Those actions are notable because they show a state AG willing tomandate corporate reorganizations, assert liability against corporate executives, and deploy newly granted statutory authority against PE and hedgefund sponsors — a template other state AGs are likely to borrow.
For a deeper look at California’s enforcement posture, see our earlier analyses here and here.
It's also worth separating one point from the passage-odds discussion below: corporate practice of medicine has been exclusively state doctrine for close to a century. That a federal statutory CPOM ban was introduced in Congress at all is a structurally new development, independent ofwhether this particular bill ever gets a vote.
Will the bill actually pass?
Not in this Congress. This is the 119th Congress (2025–2027), and both chambers are currently controlled by Republicans. A bill introduced with zero Republicanco-sponsors in a chamber controlled by the opposing party is not likely to receive floor action. And under the basic rule that legislation dies at the end of each two-year Congress unless enacted, this bill would need to bereintroduced from scratch even to be considered again.
But what happens if it's reintroduced in the 120th Congress? If Democrats were to hold a majority in both the House and Senate, the likelihood of this legislation - even in modified form - moving forward could change. Even so, a sweeping structural rewrite of health care ownership law of this scope is typically a multi-cycle legislative project, even for a party controlling both chambers.
That is why the more realistic near-term significanceof this bill is twofold.
1. It is an outline of the specific restrictions that are likely to be debated, refined, and reintroduced in the next session - the STRA ban, the branding prohibition, the physician-facing gag-clause rules, the clinical-autonomy protections, and the licensed-and-present ownership requirement are now on the table as a defined federal agenda, not abstract possibilities.
2. It hands state legislatures a fully drafted template they can adopt in whole or in partin their 2027 sessions - and because it is built on Oregon’s high-water-markmodel and then goes further, a state that borrows from it could enact a CPOM regime more restrictive than anything we have seen to date. For operators, the bill’s practical impact may arrive through the states long before Congress ever acts.
What should MSO/PC operators actually do with this?
Whether or not this bill ever reaches a vote, the compliance bar it and the state wave behind it are setting is real and worth testing yourown structure against now:
Read your MSA against the SB 951-style controllist, not just your own state's CPOM statute. The specific list of prohibited controls — hiring/firing, compensation, staffing, billing, clinical standards, payor contracting — is the template states are converging on. If your management agreement gives your MSO authority over any of these, that's the first thing to revisit.
Don't assume "we're not in Oregon or California" is protection. Massachusetts, New Mexico, Indiana, and Washington all moved onthis in 2025, and the federal bill signals where state legislative energy isheading in 2027 sessions regardless of what Congress does.
Invest now in building durable compliance processes. A one-time structure check isn't enough. You need a plan for ongoing diligence to ensure your MSO/PC arrangement continues to comply with the CPOM and MSO laws that actually apply in each state where you operate. The STRA ban, branding prohibition, physician-facing gag-clause rules, clinical-autonomy protections, and licensed-and-present ownership requirement area preview of where both a future Congress and state legislatures may head, so a compliance program that can absorb new requirements as they arrive is far more valuable than a snapshot review.
Make your voice heard! These proposals carry real consequences for patients and for the physicians and other providers who deliver care through these models, and operators who understand those consequences first-hand are well positioned to inform legislators and regulators- at both the federal and state level - about the practical impact of the specific restrictions on the table.
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