Pennsylvania Bill Would Expand Attorney General Oversight of Health Care Transactions
On January 6, 2026, Pennsylvania lawmakers introduced (HB 2115), which would significantly expand the Pennsylvania Attorney General鈥檚 oversight of health care transactions by establishing new pre-closing notice requirements and enhancing antitrust enforcement authority.
Who Would Be Covered?
- Health Care Facilities and Systems: HB 2115 applies to health care facilities and health care facility systems, a term defined broadly to include parent corporations and other affiliated entities under common ownership or control, as well as any person affiliated with a health care facility through direct or indirect ownership, expressly including private equity funds.
- Provider Organizations: HB 2115 also applies to provider organizations, defined to include entities engaged in health care delivery or management that represent two or more practitioners in contracting with insurers or third-party administrators (TPAs) for payment of health care services. Covered entities include physician organizations, independent practice associations (IPAs), provider networks, and accountable care organizations (ACOs), and may also include management services organizations (MSOs) to the extent they are involved in, or authorized to conduct, payor contracting on behalf of affiliated providers.
What Transactions Would Trigger Notice?
The bill applies to health care transactions resulting in a 鈥渕aterial change,鈥 defined to include:
- Mergers and acquisitions that create new common ownership or control; and
- Contracting affiliations, including arrangements that permit joint negotiation with insurers or TPAs or authorize one party to negotiate on behalf of others.
Transactions involving out-of-state covered entities would constitute a material change if the out-of-state entity generates at least $10 million in health care services revenue from patients residing in Pennsylvania. The bill does not impose a financial threshold for intrastate transactions, although transactions between entities that already share common ownership or an existing contracting affiliation are excluded.
What Are the Notice and Filing Requirements?
For transactions that require a federal Hart-Scott-Rodino (HSR) filing, HB 2115 does not require a separate material change notice; instead, the parties must concurrently submit the same HSR filing and supporting materials to the Pennsylvania Attorney General. For transactions that do not meet HSR thresholds but nonetheless result in a material change, HB 2115 requires written notice at least 120 days prior to closing.
What Enforcement Authority and Penalties Would Apply?
HB 2115 grants the Attorney General broad enforcement authority, including the power to seek:
- Injunctive relief and orders of divestiture;
- Civil penalties of at least $100,000 per violation, plus up to $200 per day for failure to comply with notice requirements; and
- Treble damages, restitution, disgorgement, and recovery of investigative and attorneys鈥 fees.
How Does HB 2115 Compare to Other State Notice Laws?
HB 2115 is notably broader than many other state health care transaction notice laws in both the entities it covers and the types of transactions it reaches. In addition to mergers and acquisitions, the bill expressly captures contracting affiliations, including joint or centralized payor-negotiation arrangements, and extends coverage to affiliated entities under common ownership or control, even where those entities do not directly provide health care services. The statute also stands out for its explicit inclusion of private equity funds.
What is the Current Status of HB 2115?
HB 2115 was referred to the Pennsylvania House Judiciary Committee on January 12, 2026. If enacted, the bill would take effect 60 days after being signed into law.
What are the Implications of HB 2115?
HB 2115 follows several recent, but ultimately unsuccessful, attempts by Pennsylvania lawmakers to expand Attorney General oversight of health care transactions, reflecting a sustained legislative interest in state-level review of health care consolidation. Unlike some prior proposals that focused on waiting periods or public-interest review, HB 2115 adopts a more enforcement-driven antitrust framework, pairing broad notice requirements with expansive remedial authority, including the ability to seek temporary restraining orders, injunctive relief, divestiture, treble damages, and significant civil penalties for noncompliance. These enforcement tools are more robust than those available under many other state health care transaction notice laws.
If enacted, HB 2115 would further complicate the increasingly fragmented state health care transaction landscape by capturing contracting affiliations, affiliated entities, and private-equity-backed ownership structures. For health care providers, private equity sponsors, and other investors with Pennsylvania operations or patient revenue, the bill would require parties to account for extended transaction timelines and coordinated multi-state filing strategies as states continue to expand both the scope of covered transactions and the consequences of noncompliance.
Foley is here to help you address the short and long-term impacts in the wake of regulatory changes. We have the resources to help you navigate these and other important legal considerations related to business operations and industry-specific issues. Please reach out to the authors, your Foley relationship partner, or to our Health Care Practice Group and Health Care & Life Sciences Sector with any questions.
