The Premerger Notification Office (PNO) of the Federal Trade
Commission (FTC) recently formalized a new position on
Hart-Scott-Rodino Act (HSR Act) reporting obligations for certain
not-for-profit, non-stock transactions. The change is currently in effect and applies to transactions
that have not yet closed. The change in position will require
reporting of many hospital transactions that have not traditionally
been treated as reportable events. The biggest area of change
relates to affiliation transactions where hospitals or health
systems affiliate under a new parent entity.
Under its previous position, the PNO focused on whether a
transaction results in a change of "control" of the board
of directors of one or more of the combining entities. Under its
new position, the PNO will focus on beneficial
ownership–whether one party receives beneficial ownership
over the assets of another party as a result of the transaction.
Now, a potentially reportable acquisition can
