Antitrust & Competition Healthcare Year in Review 2025

Federal and state antitrust regulators continued their ongoing focus on healthcare issues in 2025.

The Federal Trade Commission (FTC) and U.S. Department of Justice (DOJ) (together, the Agencies) continued to focus on interlocking directorates (directors serving simultaneously on the boards of competing corporations) and the usage of noncompete agreements in the healthcare space, signaling through public statements and private letters that these will be key policy issues for the Agencies moving forward. 

With respect to merger enforcement efforts, the Agencies’ results were mixed. Following an extended FTC investigation, Aya Healthcare abandoned its attempt to acquire competing healthcare staffing agency Cross Country Healthcare. In contrast, the FTC suffered a defeat in its first healthcare merger challenge brought under the Trump administration, when a federal judge declined to block private equity firm GTCR’s proposed acquisition of Surmodics, in part because the parties proposed a divestiture to address alleged competitive concerns. These results illustrate the Agencies’ continued willingness to challenge healthcare transactions, as well as merging parties’ ability to resolve competitive concerns with divestiture packages.

Additionally, private challenges to MultiPlan’s out-of-network claims repricing tools highlight the continued focus on algorithmic pricing tools in the healthcare sector.

Finally, at the state level, efforts to expand healthcare transaction oversight remain active. Most notably, a new law took effect in California, expanding the existing healthcare mini–Hart-Scott-Rodino (HSR) regime to include private equity investors and management service organizations (MSOs). Rhode Island also enacted a new regulation requiring parties to provide notice of certain transactions between medical practice groups and hospitals, MSOs, or private equity investors. 

Agency Enforcement Update

Interlocking Directorates Remain an Area of Focus in the Healthcare Space

In September 2025, three directors resigned from Sevita Health’s board in response to an FTC investigation. The FTC’s enforcement efforts are the latest example of the Agencies’ continued scrutiny of interlocking directorates in the healthcare space.¹ At the time of their resignation, the three directors had been serving concurrently on the boards of Sevita Health and Beacon Specialized Living Services, Inc., both of which provide healthcare and support services to individuals with intellectual and developmental disabilities.²

Section 8 of the Clayton Act prohibits individuals from serving simultaneously on the boards of competing firms, subject to certain de minimis exceptions. The FTC, the DOJ, state attorneys general, and private plaintiffs can seek injunctive relief under Section 8 of the Clayton Act, including the removal of directors. Typically, voluntary resignation has been sufficient to remedy the regulators’ competitive concerns. The regulators maintain that overlapping board positions pose the risk of facilitating anticompetitive behavior and coordinated conduct through the sharing of competitively sensitive information.

Prior to the Biden administration, Section 8 enforcement was rare at the FTC and DOJ. However, the Agencies under the Trump administration have continued to enforce Section 8. All healthcare companies, and private equity firms in particular, should be particularly mindful of board composition and consult with antitrust counsel to consider potential Section 8 board composition issues when evaluating transactions and other combinations.

Broader Noncompete Rule Abandoned, but More Targeted Enforcement Highlights Healthcare Sector

In early September 2025, the FTC sharply narrowed the scope of its enforcement efforts against noncompete agreements, dismissing active appeals in two federal litigations and acceding to the vacatur of a proposed rule calling for a general ban on most noncompetes. The FTC instead indicated its intention to pursue more targeted enforcement efforts regarding noncompetes with a specific focus on the healthcare space.

In 2024, the Biden-era FTC announced a Final Rule mandating a nationwide ban on the use of noncompetes in most employment contracts.³ The enforcement of the nationwide ban was paused as two federal district courts temporarily blocked the Final Rule from taking effect. Rather than continue to appeal these decisions before the 5th and 11th Circuits, the FTC Commissioners voted 3-1 (on party lines) to accept the vacatur of the rule. This outcome was somewhat expected because two of the three Republican commissioners then serving — Chairman Andrew Ferguson and former Commissioner Melissa Holyoak — had originally voted against the rule in 2024.

Just days after abandoning this broader rule-based approach, Chairman Ferguson sent letters to several large healthcare employers and staffing firms, including HCA Healthcare, Tenet Healthcare Corporation, and United Health Services.⁴ These letters warned recipients that the FTC is “focusing resources” on enforcing existing laws against noncompetes “particularly in the healthcare sector.”⁵ The Chairman encouraged recipients to “conduct a comprehensive review of your employment agreements — including any noncompetes or other restrictive covenants — to ensure that they comply with applicable laws and are appropriately tailored to the circumstances.”

On January 27, 2026, the FTC held a workshop titled “Moving Forward: Protecting Workers from Anticompetitive Noncompete Agreements.”⁶ The workshop included remarks from FTC Chairman Ferguson and Commissioner Meador, panels of Agency experts who discussed past and future enforcement priorities, and witnesses, including two physicians, who described their personal experiences and hardship based on noncompetes in the healthcare space. Chairman Ferguson’s remarks defended the FTC’s departure from the rulemaking efforts during the Biden administration in favor of case-by-case enforcement, noting that such a rule would have “preempted the laws of 46 states that address the legality of noncompete agreements” and that rulemaking is best left to Congress. Chairman Ferguson characterized the FTC’s approach as “education through enforcement,” emphasizing that the FTC will continue to pursue cases that run afoul of the general principle that noncompete agreements must advance a procompetitive purpose and be narrowly tailored to advance that purpose. Commissioner Meador stated that certain industries, including healthcare, will get a closer look. He also emphasized that the FTC will carefully examine noncompetes that (1) are employed by firms with dominant market shares, (2) exceed one or two years, and (3) go beyond the geographic scope of employer operations or impede employees from working in other lines of business. Finally, panelist Mark Woodward, an FTC lawyer, offered advice to lawyers who are representing employers with noncompete agreements: “Consider alternatives.” Both Woodward and fellow panelist Kelse Moen indicated that they “look forward to litigating” noncompete cases in court.

The issuance of these letters and the FTC’s recent workshop on the topic provide a clear signal to healthcare firms that the FTC will continue its scrutiny of noncompetes in the healthcare context, especially at staffing firms and other constrained markets, like rural areas. Healthcare employers with noncompete agreements should ensure that any such agreements have procompetitive justifications and are reasonably tailored in duration and scope.

Aya Healthcare Abandons Acquisition of Cross Country Healthcare Following FTC Second Request

On December 4, 2025, Aya Healthcare terminated its approximately $615 million acquisition of Cross Country Healthcare amid an ongoing FTC investigation, one year after announcing the deal.⁷ Aya Healthcare and Cross Country had substantially complied with the FTC’s Second Request, and as a result, the HSR waiting period was initially set to expire on November 17, 2025. However, the termination of the statutory waiting period was delayed by the 43-day government shutdown in October and November 2025. According to Cross Country, the FTC declined to shorten the HSR waiting period, which “was extended day-for-day while the shutdown persisted.” This delay extended beyond the termination date in the merger agreement (i.e., December 3, 2025), allowing Aya Healthcare to walk away from the deal rather than contest a possible FTC challenge.

The FTC heralded the abandonment of the deal, claiming that it had “identified significant competitive concerns” with the transaction that “would have eliminated head-to-head competition between two of the largest firms providing the software and services that hospitals use to find, hire, and manage their pools of traveling nurses and other temporary healthcare workers.”⁸ The FTC also emphasized it would continue to investigate and challenge healthcare transactions that threaten to harm patients and workers.

The FTC demonstrated its ability to use procedural roadblocks to encourage parties to abandon transactions without having to resort to a formal challenge. Even without the delays created by the government shutdown, the FTC may have challenged the deal. In this instance, the FTC got to have its cake and eat it too, as the parties abandoned the transaction without the FTC having to publicly commit to costly and potentially unsuccessful litigation. As such, transacting parties should always consider timelines laid out in merger agreements and antitrust regulators’ ability to strategically delay the expiration of statutory waiting periods.

Court Allows GTCR to Acquire Surmodics After Failed FTC Challenge 

The FTC lost its first healthcare merger challenge under the Trump administration when a federal judge declined to issue a preliminary injunction blocking GTCR’s acquisition of Surmodics. Private equity firm GTCR originally agreed to acquire medical coatings company Surmodics in May 2024, and the FTC moved to block the transaction in March 2025 following an extended investigation.⁹ The FTC alleged that the combination of Surmodics and Biocoat (a GTCR portfolio company since 2022) would result in market shares exceeding 50% by combining the No. 1 and No. 2 players in the outsourced hydrophilic coatings market, which would lead to competitive harm. Following the FTC’s challenge, the parties agreed to divest Biocoat’s competing outsourced hydrophilic coatings business to Integer, a contract development and manufacturing organization offering another type of medical coatings.

U.S. District Court for the Northern District of Illinois Judge Jeffrey Cummings rejected the FTC’s arguments, finding that the divestiture of Biocoat’s assets was sufficient to mitigate any anticompetitive harms to competition created by the merger. Judge Cummings also highlighted that (1) the FTC’s proposed market definition was too narrow for failing to include medical device companies with the ability to apply hydrophobic coatings in-house and (2) the FTC’s calculation of market shares inappropriately relied on backward-looking data, rather than new business opportunities, resulting in an overestimation of the parties’ shares.¹⁰

This decision is the latest in a series of losses by the Agencies in cases in which they have been forced to “litigate the fix,” a strategy used when the parties facing a challenge implement a remedy on their own accord to resolve any competitive issues. While the Agencies have attempted to persuade judges to evaluate the initial transaction (i.e., pre-divestiture) as part of its core liability finding and then examine the proposed divestiture at the remedies stage, courts have yet to follow this course. Instead, courts have considered the divestiture in the liability phase, a considerable advantage for the merging parties since it places the burden on the Agencies to show that the transaction as modified by the divestiture substantially lessens competition rather than requires the merging parties to show that the divestiture is sufficient to negate any anticompetitive effects.

This decision illustrates that post-challenge divestiture proposals forcing the agencies to litigate the fix can be a successful strategy to alleviate alleged competitive harms and reinforces the importance of market definition in merger challenges.

The FTC did not appeal the decision,¹¹ and the parties closed the transaction on November 21, 2025.

Private Litigation

Plaintiffs Survive Motion to Dismiss and Trial Scheduled for MultiPlan Class Action Lawsuit

In June 2025, a federal judge determined that a group of healthcare providers could continue their lawsuits regarding MultiPlan’s algorithmic out-of-network claims repricing tool. The plaintiffs allege that numerous insurers conspired with MultiPlan by collectively using its repricing software to fix out-of-network reimbursement rates at artificially low levels. According to the plaintiffs’ complaints, instead of independently setting rates, insurers shared proprietary and competitively sensitive data with MultiPlan, whose algorithm then generated uniformly low reimbursement recommendations that providers had little choice but to accept. The plaintiffs claim this scheme suppressed provider payments for years and caused billions of dollars in damages. MultiPlan has denied the existence of any collusion, emphasizing that insurers may accept or reject its pricing recommendations. The named insurers have also denied the allegations of collusion, contending the tool helps address overbilling by providers.¹²

The court found that the plaintiffs identified a potential antitrust violation and sufficiently alleged that they had been harmed by MultiPlan’s conduct. Departing from decisions by other federal courts in similar cases, the court found that out-of-network healthcare services could constitute a market whose price can be fixed.¹³ The court further found that the plaintiffs plausibly alleged that MultiPlan sat at the center of a “hub-and-spoke” conspiracy, facilitating price-fixing between insurers in this market, and that this alleged conspiracy harmed the provider plaintiffs by reducing the payments they received for services provided to patients on an out-of-network basis. In allowing the lawsuit to proceed, the judge made clear that the defendants’ claims were not baseless but were better addressed at the fact-finding stage.

The lawsuit is one of many challenging algorithmic pricing products across many industries, and the MultiPlan plaintiffs’ success in surviving a motion to dismiss could lead to additional scrutiny for similar products in the healthcare space. The claims will now proceed to discovery and eventually trial, which is scheduled to begin in December 2027.

State Healthcare Transaction Law/Mini-HSR Update

States have continued their trend of stricter oversight of healthcare transactions, including expanded reporting requirements and closer scrutiny of private equity investments.¹⁴ California and Rhode Island have instituted additional reporting requirements, including for private equity groups, which could impact timing for healthcare deals in those states in 2026 and beyond.

New California Law Expands Healthcare Notification Law to Apply to Certain Private Equity and MSO Transactions

California Governor Gavin Newsom signed Assembly Bill (AB) 1415 into law on October 11, 2025, expanding the scope of California’s state healthcare transaction “mini-HSR” regime.¹⁵ As of January 1, 2026, AB 1415 now requires additional types of entities, including private equity firms and MSOs, to seek approval for certain transactions from the Office of Health Care Affordability (OHCA). Governor Newsom vetoed a similar measure in 2024 that would have allowed the state attorney general (AG) to review transactions involving these entities. In his remarks on the decision to veto the prior measure, Governor Newsom explained his concerns that OHCA, not the state AG, was better positioned to conduct these reviews. AB 1415 addressed these concerns.

Pending OHCA’s upcoming rulemaking, questions remain regarding AB 1415’s implementation, but potentially impacted entities — including private equity firms, hedge funds, and MSOs currently operating in California — should consult with counsel to better understand how the law could impact regulatory filings and transaction timelines.

Rhode Island AG Creates New Premerger Notification Regime for Medical Practice Group Transactions

Rhode Island has joined California in expanding its new healthcare transaction notification regime, citing the need for more visibility into healthcare transactions due to “the increasing consolidation in the health services industry.”¹⁶ The Rhode Island AG enacted a new rule under its general antitrust enforcement authority requiring parties to certain transactions involving medical practice groups to provide notice at least 60 days before closing. Covered transactions include those with hospitals, other medical practice groups, MSOs, and private equity investors. Previously, Rhode Island required parties to seek AG and Department of Health approval for certain hospital transactions, and this rule represents a distinct and greatly expanded regulatory regime. The AG is expected to provide more guidance on what will be required in this filing, but parties should consult with counsel for deals involving medical practice groups in Rhode Island.