HB 2115 — 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
 1   Amending Title 12 (Commerce and Trade) of the Pennsylvania
 2      Consolidated Statutes, providing for health care antitrust;
 3      and imposing civil penalties.
 4      The General Assembly of the Commonwealth of Pennsylvania
 5   hereby enacts as follows:
 6      Section 1.    Title 12 of the Pennsylvania Consolidated
 7   Statutes is amended by adding a chapter to read:
 8                                 CHAPTER 9
 9                           HEALTH CARE ANTITRUST
10   Sec.
11   901.   Legislative intent.
12   902.   Definitions.
13   903.   Premerger notification regarding health care.
14   904.   Enforcement by Office of Attorney General.
15   905.   Measurement of damages.
16   906.   Agency cooperation.
17   907.   Action not barred as affecting or involving interstate or
18               foreign commerce.
 1   908.   Construction.
 2   909.   Remedies cumulative.
 3   § 901.   Legislative intent.
 4      The following shall apply:
 5            (1)   It is the intent of the General Assembly to ensure
 6      that competition beneficial to consumers in health care
 7      markets across this Commonwealth remains vigorous and robust.
 8            (2)   The General Assembly intends to provide the Office
 9      of Attorney General with notice of all material health care
10      transactions in this Commonwealth so that the Office of
11      Attorney General has the information necessary to determine
12      whether an investigation under this chapter is warranted for
13      potential anticompetitive conduct and consumer harm.
14            (3)   This chapter is intended to supplement the Hart-
15      Scott-Rodino Act by requiring notice of health care
16      transactions not reportable under the reporting thresholds of
17      the Hart-Scott-Rodino Act and by providing the Office of
18      Attorney General with a copy of filings made in accordance
19      with the Hart-Scott-Rodino Act.
20   § 902.   Definitions.
21      The following words and phrases when used in this chapter
22   shall have the meanings given to them in this section unless the
23   context clearly indicates otherwise:
24      "Acquisition."      An agreement, arrangement or activity, the
25   consummation of which results in a person acquiring, directly or
26   indirectly, the control of another person or the ability to
27   influence the competitive conduct of the target person, and
28   includes the acquisition of voting securities and noncorporate
29   interests, such as assets, capital stock, membership interests
30   or equity interests.

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 1      "Contracting affiliation."    The formation of a relationship
 2   between two or more persons that permits the persons to
 3   negotiate jointly with insurers or third-party administrators
 4   over rates for professional medical services or for one person
 5   to negotiate on behalf of the other person with insurers or
 6   third-party administrators over rates for professional medical
 7   services.
 8      "Hart-Scott-Rodino Act."    Title II of the Clayton Antitrust
 9   Act (Public Law 63-212, 15 U.S.C. § 18a).
10      "Health care facility."    As defined in section 802.1 of the
11   act of July 19, 1979 (P.L.130, No.48), known as the Health Care
12   Facilities Act.
13      "Health care facility system."       Either of the following:
14          (1)    a parent corporation of one or more health care
15      facilities and a person affiliated with the parent
16      corporation through ownership or control; or
17          (2)    a health care facility and a person affiliated with
18      the health care facility through direct or indirect
19      ownership, including a private equity fund.
20      "Health care practitioner."     As defined in section 103 of the
21   Health Care Facilities Act.
22      "Health care services."    Medical, surgical, chiropractic,
23   hospital, optometric, dental treatment, podiatric,
24   pharmaceutical, ambulance, mental health, substance use
25   disorder, therapeutic, preventative, diagnostic, curative,
26   rehabilitative, palliative, custodial and other services
27   relating to the prevention, cure or treatment of illness, injury
28   or disease.
29      "Health care services revenue."       The total revenue received
30   for health care services in the previous 12 months.

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 1      "Insurer."      As defined in 40 Pa.C.S. § 9103 (relating to
 2   definitions).
 3      "Material change."      As follows:
 4          (1)     A merger, acquisition or contracting affiliation
 5      between two or more persons of the following types:
 6                (i)    Health care facilities.
 7                (ii)    Health care facility systems.
 8                (iii)    Provider organizations.
 9          (2)     The term includes:
10                (i)    A proposed change that is a health care
11          transaction that results in a merger, acquisition or
12          contracting affiliation between a Pennsylvania person and
13          an out-of-State person where the out-of-State person
14          generates at least $10,000,000 in health care services
15          revenue from patients residing in this Commonwealth and
16          the persons are of the types identified in paragraph (1).
17                (ii)    A merger, acquisition or contracting
18          affiliation between two or more health care facilities,
19          health care facility systems or provider organizations
20          only qualifies as a material change if the health care
21          facilities, health care facility systems or provider
22          organizations did not previously have common ownership or
23          a contracting affiliation.
24      "Merger."    A consolidation of two or more persons, including
25   two or more persons joining through a common parent organization
26   or two or more organizations forming a new organization. The
27   term does not include a corporate reorganization.
28      "Monopoly."      The power to control prices and exclude
29   competition as a seller.
30      "Provider organization."      A corporation, partnership,

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 1   business trust, association or organized group of persons,
 2   whether incorporated or not, that is in the business of health
 3   care delivery or management and that represents two or more
 4   health care practitioners in contracting with insurers or third-
 5   party administrators for the payments of health care services.
 6   The term includes a physician organization, physician-hospital
 7   organization, independent practice association, provider network
 8   and accountable care organization.
 9      "Third-party administrator."        A person that administers
10   payments for health care services on behalf of a client in
11   exchange for an administrative fee.
12   § 903.   Premerger notification regarding health care.
13      (a)   Notification.--A person conducting business in this
14   Commonwealth that is required to file the notification and
15   report form for certain mergers and acquisitions under the Hart-
16   Scott-Rodino Act shall provide the same notice and documentation
17   in its entirety to the Office of Attorney General at the same
18   time that notice is filed with the Federal Trade Commission or
19   the United States Department of Justice.
20      (b)   Notice of material change.--Not less than 120 days prior
21   to the effective date of a health care transaction that results
22   in a material change, the parties to the health care transaction
23   shall submit written notice to the Office of Attorney General of
24   the material change.
25      (c)   Notice requirements.--
26            (1)   The written notice provided by the parties under
27      subsection (b) shall include:
28                  (i)    The names of the parties and the parties'
29            current business addresses.
30                  (ii)    Identification of all locations where health

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 1          care services are currently provided by each party.
 2                (iii)   Identification of all health care
 3          practitioners who currently provide health care services
 4          for each party.
 5                (iv)    A brief description of the nature and purpose
 6          of the proposed material change.
 7                (v)    The anticipated effective date of the proposed
 8          material change.
 9          (2)   A health care facility, health care facility system,
10    health care practitioner or provider organization conducting
11    business in this Commonwealth that files a premerger
12    notification with the Federal Trade Commission or the United
13    States Department of Justice, in compliance with the Hart-
14    Scott-Rodino Act, shall provide a copy of the filing to the
15    Office of Attorney General.
16          (3)   Nothing in this section shall be construed to
17    prohibit the parties to a material change from voluntarily
18    providing additional information to the Office of Attorney
19    General.
20    (d)   Requests for additional information.--
21          (1)   The Office of Attorney General shall make a request
22    for additional information from the parties under this
23    chapter within 30 days of the date of notice.
24          (2)   Nothing in this subsection shall be construed to
25    preclude the Office of Attorney General from conducting an
26    investigation or enforcing Federal or State antitrust laws at
27    a later date.
28    (e)   Materials submitted to the Office of Attorney General.--
29          (1)   Information submitted to the Office of Attorney
30    General under this section shall be maintained and used by

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 1      the Office of Attorney General as provided under this
 2      chapter.
 3            (2)   Nothing in this section shall be construed to limit
 4      the authority of the Office of Attorney General under this
 5      chapter.
 6            (3)   Failure of the Office of Attorney General to comply
 7      with this section does not provide a private cause of action.
 8      (f)   Penalty for noncompliance.--A person that fails to
 9   comply with this section is liable to the Commonwealth for a
10   civil penalty of not more than $200 per day for each day of
11   noncompliance.
12   § 904.   Enforcement by Office of Attorney General.
13      (a)   Action on behalf of Commonwealth.--If the Office of
14   Attorney General has reason to believe that a person, foreign or
15   domestic, has engaged in, is engaging in or is about to engage
16   in an act or practice that is unlawful under this chapter, the
17   Office of Attorney General may bring a civil action in the name
18   of the Commonwealth against the person to:
19            (1)   Obtain a declaratory judgment that the act or
20      practice violates this chapter.
21            (2)   Enjoin an act or practice that violates this chapter
22      by issuing a temporary restraining order, an ex parte
23      temporary restraining order or a preliminary or permanent
24      injunction, without bond.
25            (3)   Recover a civil penalty of not less than $100,000
26      for each violation of this chapter or of an injunction,
27      judgment or consent agreement issued or entered into under
28      this chapter.
29            (4)   Obtain an order requiring divestiture of assets:
30                  (i)   Acquired in violation of this chapter and after

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 1            a court determines that divestiture is necessary to avoid
 2            the creation or continuation of a monopoly or to avoid a
 3            likely substantial lessening of competition that results
 4            from a transaction found to be in violation of this
 5            chapter.
 6                  (ii)   To restore competition to a line of commerce
 7            that has been eliminated by a violation of this chapter.
 8            (5)   Recover actual damages, restitution or disgorgement
 9      on behalf of the Commonwealth and Commonwealth agencies
10      injured either directly or indirectly through a violation of
11      this chapter.
12      (b)   Action on behalf of individual.--The Office of Attorney
13   General may bring a civil action in the name of the Commonwealth
14   on behalf of an individual injured directly or indirectly to
15   recover damages, restitution or disgorgement through a violation
16   of this chapter.
17      (c)   Recovery authorized.--The Office of Attorney General
18   shall recover the costs of an investigation, expert costs and
19   reasonable attorney fees and costs if successful in an action
20   initiated under this section.
21      (d)   Jurisdiction.--A civil action under this section may be
22   brought by the Office of Attorney General in Commonwealth Court
23   or in the court of common pleas of the county in which a party
24   resides or has a principal place of business.
25      (e)   Investigation.--The Office of Attorney General may:
26            (1)   Initiate an investigation if the Office of Attorney
27      General has reason to believe that a person, whether foreign
28      or domestic, has engaged in or is engaging in a violation of
29      this chapter or of a Federal antitrust law that may be
30      enforced by the Office of Attorney General.

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 1            (2)   Administer oaths and affirmations, subpoena
 2      witnesses and documentary material and propound
 3      interrogatories to be answered in writing under oath and
 4      collect evidence.
 5            (3)   Use the information obtained under this section as
 6      necessary in the civil enforcement of this chapter or Federal
 7      antitrust law that may be enforced by the Office of Attorney
 8      General, including presentation before a court.
 9            (4)   Cooperate with and coordinate enforcement of this
10      chapter and Federal antitrust laws, that may be enforced by
11      the Office of Attorney General, with the Federal Government,
12      the several states and state agencies, including using and
13      sharing information and evidence obtained under this chapter.
14      (f)   Presumptions.--In an action brought by the Office of
15   Attorney General under this chapter and the act of October 15,
16   1980 (P.L.950, No.164), known as the Commonwealth Attorneys Act:
17            (1)   The Office of Attorney General is the sole party for
18      discovery purposes and is deemed to lack possession, custody
19      or control over documents possessed by the General Assembly,
20      other Commonwealth officers or other Commonwealth agencies.
21            (2)   If the action is asserted on behalf of a
22      Commonwealth agency, the Office of Attorney General may
23      facilitate nonparty discovery from the Commonwealth agency
24      but is not otherwise obligated under section 906 (relating to
25      agency cooperation) or section 208 of the Commonwealth
26      Attorneys Act.
27            (3)   If the Office of Attorney General does not seek to
28      recover damages for an injury suffered by a Commonwealth
29      agency, nonparty discovery of the Commonwealth agency is
30      presumptively unreasonable and unduly burdensome.

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 1   § 905.   Measurement of damages.
 2      (a)   Prevailing plaintiff.--In an action brought under this
 3   chapter in which the plaintiff prevails, the prevailing
 4   plaintiff shall recover treble damages sustained, reasonable
 5   attorney fees and costs, expert witness fees and investigative
 6   costs.
 7      (b)   Method.--In an action under this chapter, damages may be
 8   proved and assessed in the aggregate by statistical or sampling
 9   methods, by the computation of illegal overcharges or
10   underpayment or by another reasonable system of estimating
11   aggregate damages as the court may permit without the necessity
12   of separately proving the individual claim of, or amount of
13   damage to, persons on whose behalf the suit was brought.
14      (c)   Interest.--Damages for injuries by reason of anything
15   prohibited under this chapter shall include interest computed
16   from the date on which the injury is sustained, at a rate equal
17   to the statutory rate for postjudgment interest, and the cost of
18   suit, including reasonable attorney fees.
19   § 906.   Agency cooperation.
20      (a)   Duties of Commonwealth agencies.--All Commonwealth
21   agencies shall assist the Office of Attorney General in the
22   enforcement of this chapter, if requested, and shall promptly
23   comply with any request for documents, testimony or information.
24      (b)   Attorney General.--The Office of Attorney General shall
25   provide notice to:
26            (1)   The Department of Health of any enforcement action
27      initiated under section 904 (relating to enforcement by
28      Office of Attorney General) as well as the resolution of any
29      action initiated under section 904 that involves a health
30      care facility or health care facility system.

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 1            (2)   The Insurance Department of any enforcement action
 2      initiated under section 904 as well as the resolution of any
 3      action initiated under section 904 that involves an insurer.
 4   § 907.   Action not barred as affecting or involving interstate
 5                  or foreign commerce.
 6      An action under this chapter may not be barred on the grounds
 7   that the activity or conduct complained of affects or involves
 8   interstate or foreign commerce.
 9   § 908.   Construction.
10      This chapter shall be construed in harmony with judicial
11   interpretations of comparable Federal antitrust statutes insofar
12   as practicable.
13   § 909.   Remedies cumulative.
14      The remedies afforded by this chapter are cumulative.
15      Section 2.     This act shall take effect in 60 days.




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