Healthcare remains a key area of focus for antitrust regulators in the first six months of the Trump administration. The Federal Trade Commission (FTC) and the Department of Justice (DOJ) have for the most part stuck to prior positions taken in the healthcare space, including closely scrutinizing deals between direct competitors, pushing for lower healthcare and drug prices, and expressing concern over increasing consolidation of physician practices. However, the FTC and DOJ are not blaming these issues on the involvement of private equity and alleged "corporate greed" as was the case under the Biden administration, preferring instead to highlight regulatory burdens that act as barriers to entry and focusing on new healthcare policy initiatives. Additionally, the FTC and DOJ have demonstrated willingness to clear deals through settlements known as consent decrees, which involve divestitures or behavioral commitments by merging parties to take certain actions post-closing, an approach disfavored under the Biden era.
I. New Antitrust Healthcare Policy Initiatives
The FTC and DOJ remain focused on issues in healthcare markets that the agencies believe raise competition concerns, such as regulatory burdens, drug costs, and consolidation among physician practices.
Agencies Increase Criticism of Anticompetitive
Regulations
Roger Alford, former Principal Deputy Assistant Attorney General of
the DOJ, Antitrust Division, testified before a Senate subcommittee
that powerful firms pressure state and federal governments to enact
regulations that serve "to raise barriers to entry and build
moats around their castles."1 He singled out
certain healthcare regulations, like state Certificate of Need
(CON) laws and occupational licensing requirements, arguing that
each increases costs for consumers by restricting competition among
hospitals and providers.
Neither regulation, however, is a new target for antitrust regulators, who have long taken aim at CON laws and occupational licensing laws.2 Rather than introducing a new policy initiative by antitrust authorities designed to deregulate healthcare, Alford's testimony, along with the previously announced DOJ Anticompetitive Regulations Task Force,3 may instead represent an effort to reframe these long-standing FTC and DOJ policy objectives regarding these laws as part of the Trump administration's larger push toward deregulation.
FTC and DOJ Host Listening Session on Lowering
Americans' Drug Prices Through Competition
As noted in a prior Goodwin alert, the FTC and DOJ, along with the
Department of Health and Human Services (HHS) and Department of
Commerce, announced three joint listening sessions to hear
testimony focused on making "prescription drugs more
affordable for Americans by promoting
competition,"4 as required by President Trump's
executive order on lowering drug prices.5 This joint
agency action continues a focus on healthcare and drug prices under
the Biden Administration, which created a joint
FTC–DOJ–HHS task force tasked with lowering healthcare
costs in March 20246 and initiated lawsuits against PBMs
for allegedly increasing the price of insulin.
While both administrations directed the FTC and DOJ to focus on healthcare and drug costs, they focused on distinct potential root causes, with Biden regulators blaming "corporate greed" and Trump regulators instead looking at "eliminating regulatory barriers and rent seeking." Meanwhile, the FTC is continuing enforcement actions against PBMs.7 It remains to be seen whether the FTC and DOJ will pursue any new policies or enforcement actions to reduce healthcare and drug costs as a result of these listening sessions, or whether it will continue to make use of ongoing antitrust policy initiatives.
FTC releases Physician Group and Healthcare Facility
Merger Study Detailing Evidence of Consolidation
In June, the FTC announced the first results of a long-running
market study into mergers of physician practices, which detailed
evidence of consolidation among physicians between 2015 and
2020.8 Reviewing approximately 2,000 physician mergers,
the FTC study found that 38% of doctors belonged to a practice
affected by mergers and identified "a number of serial
acquirers, many of whom are health systems." The market study,
initiated in 2020 by the Biden Administration, made no
determination on the impact of this consolidation on patients or
pricing, although it indicated additional research findings would
be published in the future. "Serial acquisitions" of
physician groups (a strategy of acquiring multiple physician groups
over time) were a key concern of the Biden-era FTC and featured
prominently in the most recent merger guidelines (which the FTC and
DOJ leadership have declined to rescind). The publication of this
report could be a signal of the FTC's continuing interest in
investigating serial acquisitions in the healthcare space, although
unlike the Biden administration, we expect the FTC to be less
concerned about private equity acquirers in particular.
II. Enforcement Update
In Q2, the FTC and DOJ did not challenge any healthcare deals. However, the agencies continue to closely scrutinize mergers between competitors and investigate health system-payor contracting practices. The DOJ recently resolved a long-running investigation and litigation regarding UnitedHealth Group's acquisition of Amedisys when the parties agreed to divest 164 home health and hospice locations. The agencies' willingness to employ divestitures (the sale of a specific part of a business or assets) and behavioral remedies (commitment to specific actions or refraining from certain behaviors) to resolve competitive concerns presented by mergers suggests that the FTC and DOJ will continue to be more flexible in allowing more mergers to proceed with conditions. This is in stark contrast to the approach of the Biden-era agencies that strongly disfavored divestitures and behavioral remedies, leading to a greater number of merger challenges in federal court.
FTC Issues a Second Request in Aya Healthcare's
Proposed Merger with Cross Country Healthcare
Aya Healthcare (Aya) announced it would acquire fellow medical
staffing firm Cross Country Healthcare (Cross Country) for $615
million in December 2024. The FTC is closely examining the
transaction, having issued a Second Request to determine whether
the merger would harm competition. In addition to the direct
overlap in the provision of travel nurse staffing services, both
Aya and Cross Country are managed service providers (MSPs), helping
facilities connect and contract with travel nurses from a variety
of staffing agencies. The FTC may be concerned that by acquiring
Cross Country, Aya will have sufficient scale to self-preference
its own nursing staffing services on its platform, rather than
place nursing staffing services of the multiple staffing agencies
that also use the Aya MSP. The FTC may allege that this
self-preferencing would lead to reduced competition and higher
prices paid by hospitals and healthcare facilities as a result. The
Second Request may underscore that the FTC will continue to closely
monitor mergers amongst close competitors and that it is still
willing to examine vertical theories of harm, despite them being
more difficult to prove than traditional horizontal theories of
harm (e.g., merger of two close competitors) and being favored by
the previous FTC chair, Lina Khan. The FTC's ultimate decision
in this transaction will be instructive for healthcare industry
participants, particularly if the FTC alleges a vertical theory of
harm.
DOJ Investigating New York Health System for Use of
Anti-steering Provisions in Payor Contracts
The DOJ has recently launched an investigation into
NewYork-Presbyterian's payor contracting practices.9
The New-York based health system allegedly leveraged its market
position to require payors to include NewYork-Presbyterian
facilities in all networks offered by the payors, according to
complaints from a union, the Service Employees International Union
(SEIU). The SEIU claims that the health system has consistently
charged higher prices and that the union's attempts to
encourage members of its health plan to use less expensive
alternatives were prevented by New York Presbyterian's private
contracts with insurers. The DOJ is likely investigating whether
these anti-steering provisions insulated NewYork-Presbyterian from
price competition against competitors by preventing insurers from
creating networks that exclude higher-cost
hospitals.10
This investigation is consistent with DOJ enforcement from prior administrations. In 2016, the DOJ sued a North Carolina health system, Atrium Health for entering into similar anti-steering agreements with payors.11 Atrium settled the suit in 2018, agreeing not to include these restrictions in payor contracts moving forward.
UnitedHealth Group and Amedisys Settle with DOJ and
Agree to Divestitures, as Antitrust Agencies Revive Use of Consent
Decrees
UnitedHealth Group (UHG) will be allowed to acquire home health
provider Amedisys under a proposed settlement with the DOJ and
state plaintiffs more than two years after the transaction was
first announced.12 The settlement, if approved by a
Maryland federal court, will require UHG and Amedisys to divest 164
home health and hospice locations to two divestiture buyers,
Pennant Group and BrightSpring Health Services.13 The
divestitures will largely be made in southeastern states where
there are overlaps with Amedisys locations and competing locations
operated by LHC Group, a UHG subsidiary. Beyond the divestitures,
Amedisys will also be required to pay a $1.1 million fine for
certifying it had fully complied with the DOJ's Second Request,
despite allegedly failing to produce hundreds of thousands of
requested emails, text messages, and hard copy documents, in part
due to issues with Amedisys' email archiving system. The HSR
Act allows agencies to seek daily penalties of more than $53,000
per day for these types of procedural violations, which in this
instance allegedly lasted for more than eight months until Amedisys
produced the requested documents in full and re-certified
compliance.
The current antitrust regulators' openness to divestitures to resolve competitive concerns in mergers is a significant break from Biden-era policies. Biden regulators, led by DOJ Assistant Attorney General Jonathan Kanter and FTC Chair Lina Khan, were skeptical that divestitures were an effective tool to preserve competition. The current administration has taken a different approach. Chairman Andrew Ferguson of the FTC recently explained that "remedies [including divestitures] must be an option for the FTC as it fulfills its mission of protecting competition."14 DOJ Assistant Attorney General Gail Slater took a similar view, stating "unlike the prior administration, I am willing to negotiate favorable settlements to resolve disputes."15 In addition to divestitures, regulators have also revived the use of behavioral remedies in which parties agree to take or forgo taking some action as a tool to address competitive concerns for proposed mergers, which the agencies will use "with substantial caution."16 It remains to be seen whether the use of divestitures and behavioral remedies will result in fewer healthcare challenges, but the current openness by the agencies to accept divestitures and remedies is a significant shift from the Biden administration. Merging parties in the healthcare space now have a real opportunity to increase deal certainty and accelerate closing timing through negotiated remedies through divestitures and behavioral remedies with the FTC and DOJ.
Footnotes
1 Statement of Principal Dep. Asst. Atty. Gen. Alford to Subcommittee on Antitrust, Competition Policy, and Consumer Rights Committee on the Judiciary, United States Senate (June 24, 2025).
2 For example, former FTC commissioner Maureen Olhausen wrote in 2015 that "there has been a lengthy, bipartisan consensus at the FTC that state CON laws should be repealed." Certificate of Need Laws: A Prescription for Higher Costs, Antitrust Law Journal (Fall 2025); see also FTC, Economic Liberty: Opening doors to opportunity ("The FTC has a long history of urging policymakers to reduce or eliminate unnecessary occupational licensing requirements imposed by state law or rules.").
3 See Goodwin Client Alert, Antitrust & Competition Healthcare Quarterly Update Q1 2025 ("the Department of Justice Antitrust Division (DOJ) under Assistant Attorney General Gail Slater announced an "Anticompetitive Regulations Task Force," which will seek to identify regulations that undermine competition and promote overbilling and consolidation in healthcare, among other industries.").
4 FTC, FTC and DOJ Host Listening Session on Lowering Americans' Drug Prices Through Competition (June 30, 2025).
5 The White House, Executive Order No. 14273, Lowering Drug Prices by Once Again Putting Americans First (April 15, 2025).
6 Goodwin Client Alert, Antitrust & Competition Healthcare Quarterly Update Q2 2024 (September 18, 2024).
7 Goodwin Client Alert, Antitrust & Competition Healthcare Quarterly Update Q1 2025 (May 13, 2025).
8 FTC, First Research Published from Physician 6(b) Study (June 17, 2024).
9 New York Times, U.S. Opens Antitrust Investigation Into NewYork-Presbyterian (July 28, 2025).
10 Notably, NewYork-Presbyterian includes Columbia University Medical Center and this investigation comes as Columbia University settled multiple ongoing investigations by the Trump administration.
11 DOJ, Atrium Health Agrees to Settle Antitrust Lawsuit and Eliminate Anticompetitive Steering Restrictions (November 15, 2018).
12 DOJ, Justice Department Requires Broad Divestitures to Resolve Challenge to UnitedHealth's Acquisition of Amedisys (August 7, 2025).
13 Jim Parker, Hospice News, Pennant Group to Acquire Divested Amedisys, UnitedHealth Group Locations (August 7, 2025).
14 Statement of Chairman Andrew N. Ferguson Joined by Commissioner Melissa Holyoak and Commissioner Mark R. Meador In the Matter of Synopsys, Inc. / Ansys, Inc. Matter Number 2410059 (May 28, 2025).
15 Byran Koenig, Law360, DOJ Touts Merger, Rental Algorithm Deals, Eyeing More (August 11, 2025).
16 Id.
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