As the federal government readies its second crack at overhauling the information dealmakers must submit to regulators ahead of a planned merger, the hospital lobby is again calling for exemptions from any additional administrative burdens.
The Federal Trade Commission and the Department of Justice’s Antitrust Division first proposed changes to the Hart-Scott-Rodino (HSR) form in 2023, which they said would help screen for problematic deals, and sent the changes live in early 2025. A year later, the updated requirements—estimated to increase average filing burdens from 37 hours to 105 hours—were vacated by a federal judge and ultimately rolled back by the agencies.
The government, in March, said it “continues to believe that the prior, nearly 50-year-old [HSR] form is insufficient to review modern mergers and acquisitions,” which have increased in volume and are often more complex in structure and impact. They announced a new joint public inquiry seeking information on whether the updated form, in place for a full year, had imposed burdens that outweighed its use in identifying anticompetitive deals and whether modifications may be warranted.
“The Agencies ultimately seek to reduce the burden for non-problematic transactions while also making necessary updates informed by lessons learned from experience with the Updated Form,” they wrote in the March announcement.
During the first go-around, the American Hospital Association had argued that the updated filing requirements were “a substantial burden” and “largely unnecessary” for the hospital industry. Its updated commentary struck a similar tone.
“The original HSR form worked perfectly well in the hospital context,” the group wrote in its May 26 comment letter. “Antitrust enforcers were able to identify problematic mergers, make a second request and challenge those transactions they believed to be anticompetitive. Any changes to the form will impose burdens that outweigh any expected benefits. Accordingly, the AHA again respectfully urges the Agencies to exclude hospital mergers from any revisions to the HSR form.”
The price of a blocked merger can be high for hospitals, who often turn to the deals as a financial lifeline ahead of potential closure, the AHA noted. As such, “the Agencies should be especially wary of chilling these transactions with needless and costly administrative requirements,” AHA wrote, especially when the additional issues addressed by the expanded form “do not bear on issues that typically arise in hospital mergers or even use language that makes sense in the hospital context.”
And while researchers have argued that the FTC has broadly failed to block deals leading to consolidated markets, AHA pointed to 15 lawsuits challenging hospital mergers filed by the regulator since 2010.
They also underscored criticism from the federal court, which pointed out that the FTC was aware of and sought information on several pending hospital mergers that later had anticompetitive effects. In other words, the court wrote in February, “the prior Form worked as it should have—triggering additional review by the agency. […] The failure of the agency to prevent the mergers, therefore, had nothing to do with the Form’s alleged deficiencies.”
The association offered the FTC kudos for clearly voicing concerns of unnecessary administrative burden when launching its second public comment request. It also alluded to comments the regulator’s chairman under the second Trump administration, Andrew Ferguson, made in 2024 regarding the updated HSR form that “any requirement to offer a transaction rationale will benefit high-priced law firms—not the Antitrust Agencies, and certainly not their clients,” AHA wrote.
“Ultimately, the AHA, like Chairman Ferguson, would ‘prefer a deeper cut,” AHA wrote. “Imposing heightened reporting requirements on hospital mergers would add substantial burdens while providing no meaningful benefit. We respectfully ask the Agencies to ‘cut’ out hospitals and health systems altogether from any updated HSR form.”