An Act amending Title 12 (Commerce and Trade) of the Pennsylvania Consolidated Statutes, providing for health care antitrust; and imposing civil penalties.

PRINTER'S NO. 2754
THE GENERAL ASSEMBLY OF PENNSYLVANIA
HOUSE BILL
No. 2115
Session of
2026
INTRODUCED BY WEBSTER, HILL-EVANS, WAXMAN, HOWARD, PROBST,
VENKAT, OTTEN, D. WILLIAMS, SHUSTERMAN AND CEPEDA-FREYTIZ,
JANUARY 6, 2026
REFERRED TO COMMITTEE ON JUDICIARY, JANUARY 12, 2026
AN ACT
Amending Title 12 (Commerce and Trade) of the Pennsylvania
Consolidated Statutes, providing for health care antitrust;
and imposing civil penalties.
The General Assembly of the Commonwealth of Pennsylvania
hereby enacts as follows:
Section 1. Title 12 of the Pennsylvania Consolidated
Statutes is amended by adding a chapter to read:
CHAPTER 9
HEALTH CARE ANTITRUST
Sec.
901. Legislative intent.
902. Definitions.
903. Premerger notification regarding health care.
904. Enforcement by Office of Attorney General.
905. Measurement of damages.
906. Agency cooperation.
907. Action not barred as affecting or involving interstate or
foreign commerce.
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908. Construction.
909. Remedies cumulative.
§ 901. Legislative intent.
The following shall apply:
(1) It is the intent of the General Assembly to ensure
that competition beneficial to consumers in health care
markets across this Commonwealth remains vigorous and robust.
(2) The General Assembly intends to provide the Office
of Attorney General with notice of all material health care
transactions in this Commonwealth so that the Office of
Attorney General has the information necessary to determine
whether an investigation under this chapter is warranted for
potential anticompetitive conduct and consumer harm.
(3) This chapter is intended to supplement the Hart-
Scott-Rodino Act by requiring notice of health care
transactions not reportable under the reporting thresholds of
the Hart-Scott-Rodino Act and by providing the Office of
Attorney General with a copy of filings made in accordance
with the Hart-Scott-Rodino Act.
§ 902. Definitions.
The following words and phrases when used in this chapter
shall have the meanings given to them in this section unless the
context clearly indicates otherwise:
"Acquisition." An agreement, arrangement or activity, the
consummation of which results in a person acquiring, directly or
indirectly, the control of another person or the ability to
influence the competitive conduct of the target person, and
includes the acquisition of voting securities and noncorporate
interests, such as assets, capital stock, membership interests
or equity interests.
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"Contracting affiliation." The formation of a relationship
between two or more persons that permits the persons to
negotiate jointly with insurers or third-party administrators
over rates for professional medical services or for one person
to negotiate on behalf of the other person with insurers or
third-party administrators over rates for professional medical
services.
"Hart-Scott-Rodino Act." Title II of the Clayton Antitrust
Act (Public Law 63-212, 15 U.S.C. § 18a).
"Health care facility." As defined in section 802.1 of the
act of July 19, 1979 (P.L.130, No.48), known as the Health Care
Facilities Act.
"Health care facility system." Either of the following:
(1) a parent corporation of one or more health care
facilities and a person affiliated with the parent
corporation through ownership or control; or
(2) a health care facility and a person affiliated with
the health care facility through direct or indirect
ownership, including a private equity fund.
"Health care practitioner." As defined in section 103 of the
Health Care Facilities Act.
"Health care services." Medical, surgical, chiropractic,
hospital, optometric, dental treatment, podiatric,
pharmaceutical, ambulance, mental health, substance use
disorder, therapeutic, preventative, diagnostic, curative,
rehabilitative, palliative, custodial and other services
relating to the prevention, cure or treatment of illness, injury
or disease.
"Health care services revenue." The total revenue received
for health care services in the previous 12 months.
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"Insurer." As defined in 40 Pa.C.S. § 9103 (relating to
definitions).
"Material change." As follows:
(1) A merger, acquisition or contracting affiliation
between two or more persons of the following types:
(i) Health care facilities.
(ii) Health care facility systems.
(iii) Provider organizations.
(2) The term includes:
(i) A proposed change that is a health care
transaction that results in a merger, acquisition or
contracting affiliation between a Pennsylvania person and
an out-of-State person where the out-of-State person
generates at least $10,000,000 in health care services
revenue from patients residing in this Commonwealth and
the persons are of the types identified in paragraph (1).
(ii) A merger, acquisition or contracting
affiliation between two or more health care facilities,
health care facility systems or provider organizations
only qualifies as a material change if the health care
facilities, health care facility systems or provider
organizations did not previously have common ownership or
a contracting affiliation.
"Merger." A consolidation of two or more persons, including
two or more persons joining through a common parent organization
or two or more organizations forming a new organization. The
term does not include a corporate reorganization.
"Monopoly." The power to control prices and exclude
competition as a seller.
"Provider organization." A corporation, partnership,
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business trust, association or organized group of persons,
whether incorporated or not, that is in the business of health
care delivery or management and that represents two or more
health care practitioners in contracting with insurers or third-
party administrators for the payments of health care services.
The term includes a physician organization, physician-hospital
organization, independent practice association, provider network
and accountable care organization.
"Third-party administrator." A person that administers
payments for health care services on behalf of a client in
exchange for an administrative fee.
§ 903. Premerger notification regarding health care.
(a) Notification.--A person conducting business in this
Commonwealth that is required to file the notification and
report form for certain mergers and acquisitions under the Hart-
Scott-Rodino Act shall provide the same notice and documentation
in its entirety to the Office of Attorney General at the same
time that notice is filed with the Federal Trade Commission or
the United States Department of Justice.
(b) Notice of material change.--Not less than 120 days prior
to the effective date of a health care transaction that results
in a material change, the parties to the health care transaction
shall submit written notice to the Office of Attorney General of
the material change.
(c) Notice requirements.--
(1) The written notice provided by the parties under
subsection (b) shall include:
(i) The names of the parties and the parties'
current business addresses.
(ii) Identification of all locations where health
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care services are currently provided by each party.
(iii) Identification of all health care
practitioners who currently provide health care services
for each party.
(iv) A brief description of the nature and purpose
of the proposed material change.
(v) The anticipated effective date of the proposed
material change.
(2) A health care facility, health care facility system,
health care practitioner or provider organization conducting
business in this Commonwealth that files a premerger
notification with the Federal Trade Commission or the United
States Department of Justice, in compliance with the Hart-
Scott-Rodino Act, shall provide a copy of the filing to the
Office of Attorney General.
(3) Nothing in this section shall be construed to
prohibit the parties to a material change from voluntarily
providing additional information to the Office of Attorney
General.
(d) Requests for additional information.--
(1) The Office of Attorney General shall make a request
for additional information from the parties under this
chapter within 30 days of the date of notice.
(2) Nothing in this subsection shall be construed to
preclude the Office of Attorney General from conducting an
investigation or enforcing Federal or State antitrust laws at
a later date.
(e) Materials submitted to the Office of Attorney General.--
(1) Information submitted to the Office of Attorney
General under this section shall be maintained and used by
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the Office of Attorney General as provided under this
chapter.
(2) Nothing in this section shall be construed to limit
the authority of the Office of Attorney General under this
chapter.
(3) Failure of the Office of Attorney General to comply
with this section does not provide a private cause of action.
(f) Penalty for noncompliance.--A person that fails to
comply with this section is liable to the Commonwealth for a
civil penalty of not more than $200 per day for each day of
noncompliance.
§ 904. Enforcement by Office of Attorney General.
(a) Action on behalf of Commonwealth.--If the Office of
Attorney General has reason to believe that a person, foreign or
domestic, has engaged in, is engaging in or is about to engage
in an act or practice that is unlawful under this chapter, the
Office of Attorney General may bring a civil action in the name
of the Commonwealth against the person to:
(1) Obtain a declaratory judgment that the act or
practice violates this chapter.
(2) Enjoin an act or practice that violates this chapter
by issuing a temporary restraining order, an ex parte
temporary restraining order or a preliminary or permanent
injunction, without bond.
(3) Recover a civil penalty of not less than $100,000
for each violation of this chapter or of an injunction,
judgment or consent agreement issued or entered into under
this chapter.
(4) Obtain an order requiring divestiture of assets:
(i) Acquired in violation of this chapter and after
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a court determines that divestiture is necessary to avoid
the creation or continuation of a monopoly or to avoid a
likely substantial lessening of competition that results
from a transaction found to be in violation of this
chapter.
(ii) To restore competition to a line of commerce
that has been eliminated by a violation of this chapter.
(5) Recover actual damages, restitution or disgorgement
on behalf of the Commonwealth and Commonwealth agencies
injured either directly or indirectly through a violation of
this chapter.
(b) Action on behalf of individual.--The Office of Attorney
General may bring a civil action in the name of the Commonwealth
on behalf of an individual injured directly or indirectly to
recover damages, restitution or disgorgement through a violation
of this chapter.
(c) Recovery authorized.--The Office of Attorney General
shall recover the costs of an investigation, expert costs and
reasonable attorney fees and costs if successful in an action
initiated under this section.
(d) Jurisdiction.--A civil action under this section may be
brought by the Office of Attorney General in Commonwealth Court
or in the court of common pleas of the county in which a party
resides or has a principal place of business.
(e) Investigation.--The Office of Attorney General may:
(1) Initiate an investigation if the Office of Attorney
General has reason to believe that a person, whether foreign
or domestic, has engaged in or is engaging in a violation of
this chapter or of a Federal antitrust law that may be
enforced by the Office of Attorney General.
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(2) Administer oaths and affirmations, subpoena
witnesses and documentary material and propound
interrogatories to be answered in writing under oath and
collect evidence.
(3) Use the information obtained under this section as
necessary in the civil enforcement of this chapter or Federal
antitrust law that may be enforced by the Office of Attorney
General, including presentation before a court.
(4) Cooperate with and coordinate enforcement of this
chapter and Federal antitrust laws, that may be enforced by
the Office of Attorney General, with the Federal Government,
the several states and state agencies, including using and
sharing information and evidence obtained under this chapter.
(f) Presumptions.--In an action brought by the Office of
Attorney General under this chapter and the act of October 15,
1980 (P.L.950, No.164), known as the Commonwealth Attorneys Act:
(1) The Office of Attorney General is the sole party for
discovery purposes and is deemed to lack possession, custody
or control over documents possessed by the General Assembly,
other Commonwealth officers or other Commonwealth agencies.
(2) If the action is asserted on behalf of a
Commonwealth agency, the Office of Attorney General may
facilitate nonparty discovery from the Commonwealth agency
but is not otherwise obligated under section 906 (relating to
agency cooperation) or section 208 of the Commonwealth
Attorneys Act.
(3) If the Office of Attorney General does not seek to
recover damages for an injury suffered by a Commonwealth
agency, nonparty discovery of the Commonwealth agency is
presumptively unreasonable and unduly burdensome.
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§ 905. Measurement of damages.
(a) Prevailing plaintiff.--In an action brought under this
chapter in which the plaintiff prevails, the prevailing
plaintiff shall recover treble damages sustained, reasonable
attorney fees and costs, expert witness fees and investigative
costs.
(b) Method.--In an action under this chapter, damages may be
proved and assessed in the aggregate by statistical or sampling
methods, by the computation of illegal overcharges or
underpayment or by another reasonable system of estimating
aggregate damages as the court may permit without the necessity
of separately proving the individual claim of, or amount of
damage to, persons on whose behalf the suit was brought.
(c) Interest.--Damages for injuries by reason of anything
prohibited under this chapter shall include interest computed
from the date on which the injury is sustained, at a rate equal
to the statutory rate for postjudgment interest, and the cost of
suit, including reasonable attorney fees.
§ 906. Agency cooperation.
(a) Duties of Commonwealth agencies.--All Commonwealth
agencies shall assist the Office of Attorney General in the
enforcement of this chapter, if requested, and shall promptly
comply with any request for documents, testimony or information.
(b) Attorney General.--The Office of Attorney General shall
provide notice to:
(1) The Department of Health of any enforcement action
initiated under section 904 (relating to enforcement by
Office of Attorney General) as well as the resolution of any
action initiated under section 904 that involves a health
care facility or health care facility system.
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(2) The Insurance Department of any enforcement action
initiated under section 904 as well as the resolution of any
action initiated under section 904 that involves an insurer.
§ 907. Action not barred as affecting or involving interstate
or foreign commerce.
An action under this chapter may not be barred on the grounds
that the activity or conduct complained of affects or involves
interstate or foreign commerce.
§ 908. Construction.
This chapter shall be construed in harmony with judicial
interpretations of comparable Federal antitrust statutes insofar
as practicable.
§ 909. Remedies cumulative.
The remedies afforded by this chapter are cumulative.
Section 2. This act shall take effect in 60 days.
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