The Optum-Atrius Transaction: A Model for Reviewing Mid-Sized Health Transactions

Abstract

The Optum-Atrius Transaction: A Model for Reviewing Mid-Sized Health Transactions—In the last decade, consolidation transactions in healthcare have increased drastically.1 Following the financial difficulties of the pandemic, the popularity of vertical mergers and acquisitions at multiple levels of the health care supply chain is likely to continue.2 While larger transactions, which are valued at over $92 million, require notice to theFederal TradeCommission (“FTC”) and theDepartment of Justice (“DOJ”), mid-sized healthcare transactionswhich are valued at less than $92million often do not get special anticompetitive examination.3 Therefore state agencies, which may have “additional legal and administrative frameworks that they can use to review proposed health care transactions for potential anticompetitive harm,” can help protect health care provider markets.4 State attorney generals (“AGs”) may bring suit under state or federal antitrust laws or enjoin a transaction with the FTC or DOJ under Section 7 of the Clayton Act.5 In Massachusetts, there exists theHealth PolicyCommission (“HPC”), an independent state agency established within the Executive Office of Finance andAdministration. TheHPCwas created in 2012 to monitor and control Massachussett’s healthcare spending growth.6 This recent development comment examines the findings of the Massachusetts HPC’s review of the 2021 OptumAtrius transaction to examinewhat factors influence disruption of health care spending goals and how the HPC could serve as a model for other states to follow in evaluating mid-sized healthcare transactions amid increasing trends of consolidation at all levels.