What Illinois’ Healthcare Transaction Premerger Notification Law Does
Illinois’ statute requires premerger notification of “covered transactions” (as defined in the statute) between certain health care entities, like hospitals and provider groups. For those types of entities, the law is triggered when at least one of two conditions is met:
- All parties are Illinois-based.
- The transaction involves one or more out-of-state entities that generate, or will generate post-merger, $10 million or more in annual revenue from patients in Illinois.
Parties to qualifying transactions must notify the Illinois AG’s office at least 30 days ahead of the closing date or effective date of the transaction, and notification can be accomplished in one of three ways. First, if the transaction is large enough to necessitate an HSR filing to the DOJ and FTC, the parties must send the complete HSR filing to the Illinois AG’s office at the same time it is submitted to the federal agencies. Second, if the transaction is not HSR reportable, but it requires the parties to file a Change of Ownership with the Illinois Health Facilities and Services Review Board, the Board is now tasked with sending that form directly to the Illinois AG’s office. The parties need not separately submit the form or take any additional steps to comply. Finally, if the transaction is not HSR reportable and does not require a Change of Ownership submission, the parties can notify the Illinois AG’s office directly by filling out a form on the AG’s website, which asks for basic information about the transaction.
A Multi-State Trend
Illinois is not alone in passing laws like this one. California, Connecticut, Hawaii, Indiana, Massachusetts, Nevada, New Hampshire, New Mexico, Oregon, Rhode Island, and Washington have done the same, indicating increased state-level interest in antitrust enforcement.
These state laws tend to target healthcare transactions, and they generally require that merging parties notify state agencies of their intentions and observe a waiting period before closing. Still, they vary considerably in other ways. The notification threshold in New York is $25 million in annual in-state revenue; in Washington, it’s $10 million. Timing mandates differ, too: Vermont companies must notify at least 90 days pre-closing, compared to 120 days in New Mexico and 60 days in Massachusetts. And then there are penalties: in Illinois, noncompliance costs companies $500 per day, compared to $1,000 per day in Nevada. There are no fines in states like Massachusetts, Indiana, and Hawaii, while authorities in Colorado can seek a temporary restraining order or injunction to punish noncompliant firms.
Government Overreach?
The state-level merger notification trend has spurred some criticism. Law firm client alerts warn companies about new, onerous notification requirements set to raise the costs of healthcare deals and extend deal timelines.
These concerns are only partially valid. It is reasonable to worry that a patchwork of state-level merger notification statutes might overburden private firms looking to merge. An acquirer with operations in multiple states must now check each individual state’s HSR law, then submit the relevant forms to comply. This all may occur on top of a federal HSR filing.
But the patchwork concern notwithstanding, Illinois’ law is not all that demanding. Most merging parties can satisfy it with filings that are already prepared for other regulatory agencies—i.e., the HSR form or the Change of Ownership form. Indeed, for transactions already reportable to the Illinois Health Facilities and Services Review Board, it is the Board—not the parties—who have the burden to provide the form to the Illinois AG. Further, as the data below show, the vast majority of proposed mergers that triggered notification under Illinois’ premerger notification law in 2024 did not result in any further state-level antitrust scrutiny.
What the Data Say
The Illinois AG’s Office recorded 38 HSR notifications between January 1, 2024, and January 31, 2025. For 27 transactions, the notification type was a Change of Ownership form, with only one deal reported via a federal HSR filing. In 10 transactions, the parties notified the state using the Illinois Attorney General’s HSR form. The Illinois AG issued subpoenas pertaining to two transactions, both of which were eventually abandoned.
The data thus indicate that companies are not being overburdened by Illinois’ mini-HSR law. In most transactions, parties satisfied the new law’s requirements with the standard Change of Ownership form that was required pre-2024. This information suggests that the Illinois AG’s Antitrust Bureau is not wielding the premerger notification statute to hamper dealmaking, since so few transactions engendered investigations or litigation. At the same time, the Illinois AG’s office now receives valuable information about transactions in critical healthcare markets that make its investigations more robust and well-informed.
One takeaway, then, is that Illinois’ premerger notification law–despite fears and criticisms–seems to be working to give state-level antitrust authorities more visibility into M&A activity without driving up compliance costs for companies.
