FTC “Size of Transaction” thresholds and nonprofit exemption policies under the Hart-Scott-Rodino Antitrust Improvements Act

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Prevent hospital merger loopholes that drive prices up.

AKA “Revision of Premerger Notification Thresholds and Exemptions for Healthcare Entity Transactions”


Which agency/agencies promulgated the regulation? *
Federal Trade Commission (FTC)
Which title, parts, and/or sections of the Code of Federal Regulations (C.F.R.) should be rescinded? *
16 CFR Parts 801–803 (Premerger Notification Rules under the Hart-Scott-Rodino Act), including exemptions and thresholds related to nonprofit healthcare consolidations.
What is your name?
—OPTIONAL--
Is your proposed rescission a notice of proposed rulemaking, final rule, direct final rule, interim final rule, or interpretive rule? *
Notice of Proposed Rulemaking
What is the name of the regulation being rescinded, if applicable? *
FTC “Size of Transaction” thresholds and nonprofit exemption policies under the Hart-Scott-Rodino Antitrust Improvements Act
Please provide a short summary of the justifications for the rescission. *
Current FTC merger notification thresholds allow many hospital and healthcare system mergers to proceed without antitrust review. Rescinding or revising these thresholds will ensure that all significant consolidations are subject to appropriate oversight.
Please insert the address of the agency. [NPRM, DFR, and IFR only]
Assistant Director Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, NW Washington, DC 20580
Please insert the contact information for the agency. *
(202) 326-3100
What is the background for the regulation being rescinded? *
Under current Hart-Scott-Rodino (HSR) rules, only mergers that meet certain financial thresholds are subject to mandatory premerger notification. Many mid-size and nonprofit healthcare system consolidations fall below these limits and are therefore completed without FTC review. These transactions have contributed to the rise of regional monopolies, limiting patient access, reducing competition, and driving up costs.
Explain the reasons for the rescission. *
• Rescinding current HSR thresholds for healthcare mergers would close a major regulatory loophole. • Nonprofit status should not exempt entities from antitrust scrutiny, particularly when patient choice and pricing are affected. • A revised review standard ensures competitive impact is assessed for all meaningful consolidations, not just those that meet arbitrary monetary thresholds.
Describe the text of the relevant C.F.R. provisions as it will exist after the rescission. *
Revise 16 CFR Parts 801–803 to require premerger notification and antitrust review for all transactions involving the transfer of ownership or control of healthcare assets exceeding $5 million, including those involving nonprofit entities. Remove exemptions based on tax status, transaction structure, or valuation method.
Please insert the name of the current agency head. *
Andrew Ferguson
Please insert the title of the agency head. *
Chair, Federal Trade Commission

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