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Amanda Wait, Partner and Antitrust &amp; Competition Leader, and Katelyn Pellitteri, Partner, authored an article for Law360, now available in full on our website.

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In 2025, healthcare companies navigated a rapidly evolving landscape shaped by the passage of the One Big Beautiful Bill Act and substantial modifications to healthcare funding models.

These legislative and regulatory changes required businesses to reassess their operations, compliance strategies and reimbursement models to remain competitive and compliant.

Against this backdrop, the healthcare industry braced for significant antitrust enforcement shifts, driven by a change in presidential administration and new leadership at both the <a href="https://www.law360.com/agencies/federal-trade-commission">Federal Trade Commission </a>and the <a href="https://www.law360.com/agencies/u-s-department-of-justice">U.S. Department of Justice'</a>s Antitrust Division.

These agencies initiated new enforcement actions, faced complex decisions regarding ongoing inherited cases and signaled a continued focus on healthcare antitrust enforcement.

Despite the shifting business and regulatory environment, federal antitrust enforcement in 2025 healthcare remained fairly consistent with recent years. Federal antitrust agencies continued to prioritize competition enforcement, without significant expansion of theories of harm or changes in enforcement priorities, which provided a measure of federal enforcement stability amid broader regulatory changes and business challenges.

As healthcare organizations plan for 2026, and beyond, understanding the implications of these enforcement trends and regulatory updates is critical for effective risk management and strategic decision-making.

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The more things change, the more they stay the same. In 2025, the agencies continued to move long-standing merger cases toward resolution, challenged combinations in markets affecting patient access and worker mobility, and scrutinized state-supervised consolidation.

FTC v. U.S. Anesthesia Partners Inc.

Originally filed in 2023 in the U.S. District Court for the <a href="https://www.law360.com/agencies/u-s-district-bankruptcy-courts-of-southern-district-of-texas">Southern District of Texas</a>, the Federal Trade Commission's case against U.S. Anesthesia Partners and its alleged multiyear roll-up strategy in Texas continued to move through discovery in 2025 with a revised schedule following the autumn lapse in federal government appropriations.

The court extended expert and dispositive motion deadlines into early 2026, with dispositive motions now due in February 2026, responses in March 2026, and replies in late April 2026; a docket call is to be set by the court. In short, 2025 was a relatively quiet year on the public docket while expert discovery and case preparation proceeded, setting up summary judgment briefing in early 2026 and a likely trial calendar in spring 2026.

In challenging UnitedHealth Group's proposed $3.3 billion acquisition of Amedisys in November 2024 in the <a href="https://www.law360.com/agencies/u-s-district-court-for-the-district-of-maryland">U.S. District Court for the District of Maryland</a>, the DOJ and four state attorneys general emphasized head-to-head rivalry across hundreds of local markets, risks to nurse labor markets, and the inadequacy of the proposed divestiture to VitalCaring, framing the transaction as presumptively unlawful under Section 7 while separately alleging Hart-Scott-Rodino Act, or HSR Act, noncompliance by Amedisys.

After more than 9 months in litigation, the U.S. Department of Justice proposed a negotiated resolution requiring substantial divestitures of at least 164 home health and hospice locations across 19 states and ongoing compliance obligations. The proposed final judgment, later approved by the court, imposes detailed divestiture mechanics, timelines, trustee and monitor provisions, firewall obligations, and compliance reporting, and separately addresses Amedisys's alleged HSR Act violation for false certification with training and penalty provisions.

FTC v. Edwards Lifesciences Corp.

In the FTC's challenge to Edwards' proposed acquisition of JenaValve — following Edwards' earlier acquisition of JC Medical — the parties tried the preliminary injunction hearing to the <a href="https://www.law360.com/agencies/u-s-district-court-for-the-district-of-columbia">U.S. District Court for the District of Columbia </a>bench in late 2025, with a decision now pending.

The litigation timeline was notably compressed: The FTC filed its complaint in August 2025, and the court's private investigator hearing was only a few months later in November. The FTC's core theory is straightforward: The parties were the only two companies running advanced-stage clinical trials for TAVR-AR devices for aortic regurgitation.

Defendants countered that no commercial U.S. TAVR-AR market exists today, that JenaValve faces resource and approval headwinds, and that the acquisition would accelerate <a href="https://www.law360.com/agencies/food-and-drug-administration">U.S. Food and Drug Administration </a>approval and commercialization while spurring innovation and "fast follower" entry — arguments the court is now weighing after conclusion of the private investigator hearing. A Part III trial in the FTC's administrative court is scheduled for April, if needed.

The Federal Trade Commission's 2025 suit challenging a private equity firm, GTCR, proposed roll-up acquisition of medical device coatings company, Surmodics. The FTC alleged that GTCR's purchase of Surmodics would combine Surmodics with another coating supplier, <a href="https://www.law360.com/companies/biocoat-inc">Biocoat</a>. This matter spotlighted a recurring merger process strategy: litigating the fix.

GTCR argued that a negotiated divestiture would resolve any potential competition concerns. Even though the FTC previously rejected this proposal, the <a href="https://www.law360.com/agencies/u-s-district-court-for-the-northern-district-of-illinois">U.S. District Court for</a> <a href="https://www.law360.com/agencies/u-s-district-court-for-the-northern-district-of-illinois">the Northern District of Illinois </a>ultimately agreed with the defendants. While the federal court ruled without a written opinion, the matter ultimately resolved with the FTC terminating its Part III proceeding and the parties dropping their constitutional challenge.

Union Health-HCA Terre Haute Regional Hospital

Several states have enacted certificate of public advantage, or COPA, statutes. These statutes permit state authorities to approve an otherwise anticompetitive merger after the merging parties agree to significant commitments, usually relating to pricing and/or service levels.

As we saw in 2025 with the proposed COPA in Indiana regarding the combination of Union Health and Terre Haute Regional Hospital, COPAs continue to remain on the FTC's radar. In this matter, FTC staff filed detailed comments urging Indiana to deny the COPA on competition and consumer protection grounds, citing risks of higher prices, depressed wages, and diminished quality despite proposed commitments and oversight.

Notwithstanding those concerns, on Nov. 9, the <a href="https://www.law360.com/agencies/indiana-department-of-health">Indiana Department of Health </a>approved the COPA with strengthened terms and conditions, concluding that the aggregate, monitored benefits outweighed the disadvantages from reduced competition. The combination was finalized in mid-December.

Cross Country Healthcare-Aya Healthcare

On Dec. 3, Cross Country announced that Aya had exercised its option to terminate their proposed combination. Aya abandoned the deal after an approximately year-long FTC review, second request compliance, and the historic 43-day government shutdown that tolled the HSR waiting period past the merger agreement's outside date.

In announcing the termination, the FTC cited significant competitive concerns in software and services that hospitals use to manage traveling nurses and other temporary healthcare workers, emphasized risks to worker choice, hospital costs, and ultimately patient costs.

The matter underscores the agencies' continued focus on labor market competition and staffing-platform consolidation.

In addition to merger reviews, the federal antitrust agencies remained on the lookout for potential anticompetitive conduct in 2025.

In U.S. v. Eduardo Ruben Lopez the DOJ secured its first wage-fixing conviction, reinforcing that labor market collusion remains a criminal antitrust enforcement priority. In November, the <a href="https://www.law360.com/agencies/united-states-district-court-for-the-district-of-nevada">U.S. District Court for the District of Nevada </a>sentenced Eduardo "Eddie" Lopez to 40 months in custody and imposed $550,000 in fines, over $2.49 million in restitution, and forfeiture exceeding $10.45 million.

The sentence followed a jury verdict finding that Lopez conspired to fix wages for home healthcare nurses in the Las Vegas area between March 2016 and May 2019 and that he committed fraud by concealing the antitrust investigation during the sale of his company. The DOJ's press release highlighted the harm to workers — depriving nurses from the right to earn a fair wage — and the department's commitment to criminally prosecute wage-fixing conspiracies.

In 2025, the FTC also continued to police interlocking directorates in healthcare that violate Section 8 of the Clayton Act. In September, the FTC announced that three directors resigned from the board of <a href="https://www.law360.com/companies/sevita">Sevita Health </a>in response to FTC enforcement concerning overlaps with <a href="https://www.law360.com/companies/beacon-specialized-living">Beacon Specialized Living Services</a>.

According to the FTC, both Sevita and Beacon provide services, including residential facilities, to individuals with developmental disabilities. The FTC alleged that the two competitors had three common board members serving on both companies' boards simultaneously. The FTC reiterated that competitors sharing directors risks suppressing competition and urged firms — particularly those with private equity-backed governance dynamics — to proactively monitor and remediate potential interlocks.

In September of last year, FTC leadership issued warning letters to large healthcare employers and staffing firms urging comprehensive review of their noncompete and other restrictive employment agreements. The letters stressed that unreasonable employment restraints can limit healthcare professionals' mobility and, in the healthcare space, can also limit patient choice.

This is a particularly interesting development signaling the FTC's continued interest in pursuing noncompetes as potential violations of Section 5 of the FTC Act after the FTC withdrew its previously-proposed Noncompete Rule after a federal court deemed it unenforceable in August.

What This Means for Healthcare Organizations

The federal agencies' 2025 healthcare enforcement docket reflects continuity of mission amid political change. Looking forward to 2026 and beyond, healthcare companies should expect sustained attention to healthcare consolidation — particularly horizontal combinations in concentrated local markets; fix-it-first packages that the agencies may view as failing to credibly replace lost head-to-head competition; and actions by companies that could disadvantage workers in the form of lower wages or decreased mobility opportunities.

Finally, COPAs remain disfavored by federal enforcers — even when mergers are approved by states through the granting of a COPA, the COPA process invites persistent federal skepticism over the state's future (and ongoing) monitoring of pricing and quality outcomes.

As organizations plan for 2026 and beyond, boards and executives should align transaction strategy, integration planning and governance with these ongoing antitrust risks.

This may likely mean continued rigorous document discovery, close testing of proposed divestitures and fixes, and heightened sensitivity to worker mobility and staffing-platform competition. All healthcare organizations should prioritize robust conflict and disclosure policies and processes with their respective boards to ensure interlocking directors are identified promptly and on an ongoing basis rather than annually.

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The opinions expressed are those of the author(s) and do not necessarily reflect the views of their employer, its clients, or Portfolio Media Inc., or any of its or their respective affiliates. This article is for general information purposes and is not intended to be and should not be taken as legal advice.<a href="https://insights.michaelbest.com/post/102m171/key-trends-in-healthcare-antitrust-in-2025#"></a>

Close-up of a stethoscope resting on a reflective surface under bright lighting.

Amanda L. Wait

Katelyn A. Miller (Pellitteri)

Antitrust & Competition

Healthcare

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