Mergers and acquisitions are common and often fruitful strategies for growth and expansion in the healthcare arena. However, these deals can attract scrutiny from regulatory bodies concerned about potential monopolistic practices. It is important for leaders in the healthcare industry to understand when a healthcare merger might trigger such scrutiny so they can move forward with potential M&A deals wisely.
Regulatory framework
Healthcare mergers often fall under the watchful eyes of regulatory bodies like the Federal Trade Commission (FTC) and the Department of Justice (DOJ). These agencies enforce antitrust laws designed to prevent monopolies and promote competition. The primary concern is that a merger could reduce competition, leading to higher prices, lower quality of care, or reduced innovation. Two aspects of a proposed deal that these agencies will likely review during an antitrust investigation include:
- Market Share and Competition: A merger that significantly increases market share may raise red flags. Regulators assess whether the combined entity could dominate the market and stifle competition.
- Geographic Impact: If the deal reduces the number of competitors in a specific region, it might face more scrutiny.
Mergers that significantly alter market dynamics often attract more attention from antitrust authorities. Leaders who understand these factors can anticipate potential regulatory challenges.
Official complaints can cause hurdles
In a recent example, a state attorney general filed a formal opposition to a proposed healthcare M&A deal. The agency is investigating the deal.
The attorney general is not the only one voicing concerns over this proposed merger. The FTC has also opposed the deal, calling for additional scrutiny. This is in large part due to the fact that the parties behind the deal are moving forward under a state statute that allows the deal to forgo traditional review if the benefit to the community clearly outweighs any loss of competition. The FTS argues that this protection shields the deal from federal oversight.
This example highlights the complexities and potential for allegations of antitrust violations that parties must navigate when moving forward with M&A deals in the healthcare industry.
Potential red flags in healthcare M&A deals
Certain aspects of a merger can trigger allegations of monopoly. As noted in the example above, a merger that leads to higher prices for consumers, for example, may result in allegations of an anti-competitive deal. A decrease in the quality of healthcare services post-merger can also indicate monopolistic behavior. Addressing these concerns proactively can mitigate the risk of legal challenges. Organizations should conduct thorough analyses to better ensure their merger is in compliance with applicable regulations.
Attorney John Rivas is responsible for this communication.