Hospitals Seek Exemption from Expanded Pre-Merger Notification Requirements Again

The American Hospital Association (AHA) is once again urging the Federal Trade Commission (FTC) and the Department of Justice’s Antitrust Division (DOJ) to exempt hospitals from expanded pre-merger notification requirements. The AHA argues that these changes, initially proposed in 2023 and briefly implemented in 2025, impose significant administrative burdens without providing substantial benefits.

In March, the FTC and DOJ announced a new joint public inquiry to gather feedback on whether the updated Hart-Scott-Rodino (HSR) form has imposed undue burdens on businesses. The agencies believe that the nearly 50-year-old HSR form is inadequate for reviewing modern mergers and acquisitions, which have grown in volume and complexity.

The original HSR form required an average of 37 hours to complete. However, the updated requirements, which were vacated by a federal judge and later rolled back by the agencies, increased this time to approximately 105 hours. The AHA contends that these additional hours are particularly burdensome for hospitals, which already face significant regulatory challenges.

Regulatory Revisions and Industry Pushback

The FTC and DOJ first proposed changes to the HSR form in 2023, aiming to enhance their ability to screen for anticompetitive deals. These updates were designed to provide more detailed information about transactions, enabling regulators to make better-informed decisions. However, the updated requirements faced criticism from various sectors, including healthcare.

In its May 26 comment letter, the AHA reiterated its stance that the original HSR form was sufficient for hospital mergers and acquisitions. "The original HSR form worked perfectly well in the hospital context," the group wrote. "Antitrust enforcers were able to identify problematic deals without the need for additional information."

The AHA's argument is rooted in the belief that hospitals, unlike other industries, do not engage in complex transactions that require extensive pre-merger notifications. The association also pointed out that the healthcare sector is already heavily regulated, and adding more administrative tasks could divert resources away from patient care.

What Comes Next

As the FTC and DOJ review public comments, they will need to balance the need for comprehensive information with the practical constraints faced by businesses. The agencies have stated their intention to reduce burdens for non-problematic transactions while ensuring that necessary updates are made based on lessons learned from the updated form's implementation.

The outcome of this review could have significant implications for hospitals and other healthcare providers. If the FTC and DOJ decide to implement more lenient requirements, it could ease the administrative burden on hospitals and facilitate smoother mergers and acquisitions. Conversely, if they maintain or expand the current requirements, hospitals may face continued challenges in navigating the regulatory landscape.

For now, the AHA and other stakeholders will continue to engage with regulators to advocate for a balanced approach that supports both effective antitrust enforcement and efficient healthcare operations. The final decision could shape the future of hospital mergers and acquisitions, impacting patient care and industry dynamics for years to come.