On August 11, Illinois Governor J.B. Pritzker signed House Bill 2222 (Public Act 103-0526) into law — bolstering Illinois’ antitrust prevention efforts by expanding the oversight purview of its Attorney General’s (AG) office with respect to health care transactions. Under the new law, the Illinois AG now has the power to review and assess certain “covered transactions” entered into between health care facilities and providers.

Among other things, House Bill 2222 amends the Illinois Antitrust Act by requiring health care facilities and provider organizations to provide 30 days’ notice to the Illinois AG prior to engaging in any merger, acquisition, or contracting affiliation between two or more health care facilities or provider organizations not previously under common ownership or contracting affiliation (“covered transactions”). If an out-of-state entity is involved in the transaction, notice is only required if the out-of-state entity generates $10 million or more in annual patient revenue from Illinois residents.

In addition to amending the Illinois Antitrust Act, House Bill 2222 also amends the Illinois Finance Act by establishing a new antitrust enforcement fund, and amends Illinois’ Health Facilities Planning Act by adding a requirement of notice to the Illinois AG for change of ownership of a health care facility.

House Bill 2222 also grants Illinois’ AG the authority to request additional information, as it deems necessary, within 30 days of receiving notice of the covered transaction. If the AG requests such additional information, the transaction may not proceed until 30 days after the parties have substantially complied with the requests.

With the enaction of House Bill 2222, Illinois joins the likes of California, Connecticut, Massachusetts, New York, and others in crafting a dedicated health care transaction review process. However, despite the legislature’s commendable efforts to stem the tide of antitrust conduct by establishing a broad review process, the act has the potential to negatively impact the health care market due to potentially indeterminate delays. Because House Bill 2222 requires, but does not define, substantial compliance with requests of Illinois’ AG, there is significant risk of extended delays given the lack of clarity with respect to what conduct would satisfy the “substantial compliance” threshold. For example, if the determination of compliance is left to the sole discretion of Illinois’ AG, then the review process can last however long it takes for the Illinois AG to make its determination, with no obvious check on that power evident in the act’s text.

Takeaway

States and their AGs remain committed to identifying and addressing perceived antitrust violations — particularly in the realm of health care. Whether it be alleged pricing, market allocation, or transactional violations, states have painted a clear target on the back of the health care industry. In light of this focus, it is incumbent upon participants in the health care industry to stay apprised of the onslaught of state legislation specifically tailored to scrutinize every aspect of the health care market.

Troutman Pepper State Attorneys General Team

	Ashley Taylor – Co-leader and Firm Vice Chair Ashley is co-leader of the firm’s nationally ranked State Attorneys General practice, vice chair of the firm, and a partner in its Regulatory Investigations, Strategy + Enforcement (RISE) Practice Group. He helps his clients navigate the complexities involved with multistate attorneys general investigations and enforcement actions, federal agency actions, and accompanying litigation.
	Clay Friedman – Co-leader Clayton is a partner in the firm’s Regulatory Investigations, Strategy + Enforcement (RISE) Practice Group and co-leader of the State Attorneys General practice, multidisciplinary teams with decades of experience crafting effective strategies to help deter or mitigate the risk of enforcement actions and litigation.
	Judy Jagdmann Judy is a partner in the firm’s Regulatory Investigations, Strategy and Enforcement (RISE) practice, based in the Richmond office. She brings experience serving as chair and commissioner of the Virginia State Corporate Commission (VSCC) from 2006 through 2022, which includes regulating the utilities, insurance, banking, and securities industries. She also served as Virginia’s attorney general from 2005-2006.
	Stephen Piepgrass Stephen leads the firm’s Regulatory Investigations, Strategy + Enforcement (RISE) Practice Group. He focuses his practice on enforcement actions, investigations, and litigation. Stephen primarily represents clients engaging with, or being investigated by, state attorneys general and other state or local governmental enforcement bodies, including the CFPB and FTC, as well as clients involved with litigation, with a particular focus on heavily regulated industries.
	Avi Schick A former deputy attorney general of New York, Avi applies his experience in bet-the-company matters, representing clients in criminal and civil investigations and enforcement actions before state and federal regulators, prosecutors and enforcement agencies.
	Michael Yaghi Michael is a partner in the firm’s State Attorneys General and Regulatory Investigations, Strategy + Enforcement (RISE) Practice Groups, nationwide teams that advise clients on consumer protection enforcement matters and other regulatory issues.
	Tim Bado Tim is an associate in the firm’s Regulatory Investigations, Strategy + Enforcement (RISE) Practice Group, where he represents corporations and individuals facing potential civil and criminal exposure. Tim’s experience in government investigations, enforcement actions, and white-collar litigation spans a number of industries, including financial services, pharmaceutical, health care, and government contracting, among others.
	Chris Carlson Chris Carlson represents clients in regulatory, civil and criminal investigations and litigation. In his practice, Chris regularly employs his prior regulatory experience to benefit clients who are interacting with and being investigated by state attorneys general.
	Natalia Jacobo Natalia is an associate in the firm’s Regulatory Investigations, Strategy and Enforcement (RISE) practice. She focuses her practice on two primary areas: government contracting and state attorney general work.
	Namrata Kang Namrata (Nam) is an associate in the firm’s Regulatory Investigations, Strategy + Enforcement (RISE) Practice Group, based in the Washington, D.C. office. She routinely advises clients on a wide variety of state and federal regulatory matters, with a particular emphasis on state consumer protection laws relating to consumer financial services and marketing and advertising.
	Michael Lafleur Michael is an associate in the firm’s Regulatory Investigations, Strategy, and Enforcement Practice Group. Based out of the firm’s Boston office, Mike has deep experience in litigation, investigations, and other regulatory matters involving state-level regulators and state attorneys general.
	Susan Nikdel Susan is an associate in the firm’s Consumer Financial Services Practice Group, and focuses her practice on consumer financial services matters. She has defended several of the nation’s largest and most influential financial institutions in individual and class action litigation involving the Telephone Consumer Protection Act (TCPA), Fair Credit Reporting Act (FCRA), Fair Debt Collection Practices Act (FDCPA), and other consumer privacy statutes.
	John Sample John is an associate in the firm’s Regulatory Investigations, Strategy + Enforcement (RISE) Practice Group. He focuses his practice on a wide range of general and complex litigation matters, including shareholder disputes, fraud, products liability, breach of contract, and Biometric Information Privacy Act claims.
	Whitney Shephard Whitney is an associate in the firm’s Regulatory Investigations, Strategy + Enforcement (RISE) Practice Group. She represents clients facing state and federal regulatory investigations and enforcement actions, as well as related civil litigation.
	Trey Smith Trey is an associate in the firm’s Regulatory Investigations, Strategy + Enforcement Practice. He focuses his practice on helping financial institutions and consumer facing companies navigate regulatory investigations and resulting litigation.
	Daniel Waltz Daniel is a member of the firm’s Regulatory Investigations, Strategy + Enforcement (RISE) Practice Group and State Attorneys General team. He counsels clients in connection with navigating complex government investigations, regulatory compliance, and transactions, involving state and federal government contracting obligations. Drawing on his broad experience as a former assistant attorney general for the state of Illinois, Daniel is a problem solver both inside and outside the courtroom.
	Stephanie Kozol Stephanie is Troutman Pepper’s senior government relations manager in the state attorneys general department.