Pennsylvania SB 785: An Act amending Title 12 (Commerce and Trade) of the Pennsylvania Consolidated Statutes, establishing cause of action for antitrust conduct, for indirect purchaser recovery under State antitrust laws and for premerger notice of health care mergers and transactions; and imposing penalties.

Bill Text

PRINTER'S NO. 838
THE GENERAL ASSEMBLY OF PENNSYLVANIA
SENATE BILL
No. 785
Session of
2025
INTRODUCED BY PISCIOTTANO, FONTANA, SANTARSIERO, KEARNEY, COSTA,
TARTAGLIONE, KANE, SAVAL AND L. WILLIAMS, MAY 27, 2025
REFERRED TO JUDICIARY, MAY 27, 2025
AN ACT
Amending Title 12 (Commerce and Trade) of the Pennsylvania
Consolidated Statutes, establishing cause of action for
antitrust conduct, for indirect purchaser recovery under
State antitrust laws and for premerger notice of health care
mergers and transactions; and imposing penalties.
The General Assembly of the Commonwealth of Pennsylvania
hereby enacts as follows:
Section 1. Title 12 of the Pennsylvania Consolidated
Statutes is amended by adding a chapter to read:
CHAPTER 9
PENNSYLVANIA OPEN MARKETS
Sec.
901. Scope of chapter.
902. Declaration of purpose.
903. Definitions.
904. Prohibited acts.
905. Enforcement by Attorney General.
906. Measurement of damages.
907. Premerger notification regarding health care.
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908. Civil investigation.
909. Criminal penalties.
910. Standing.
911. Antitrust enforcement by private parties.
912. Cooperation with Federal Government, other states and
state agencies.
913. Agency cooperation.
914. Exceptions.
915. Applicability.
916. Action not barred as affecting or involving interstate or
foreign commerce.
917. Construction.
918. Remedies cumulative.
§ 901. Scope of chapter.
This chapter relates to open markets in this Commonwealth.
§ 902. Declaration of purpose.
The purpose of this chapter is to promote free enterprise and
free trade in the marketplaces of this Commonwealth by
prohibiting restraints of trade that are secured through
monopolistic or collusive practices and that act or tend to act
to decrease competition between and among persons engaged in
commerce and trade.
§ 903. Definitions.
The following words and phrases when used in this chapter
shall have the meanings given to them in this section unless the
context clearly indicates otherwise:
"Acquisition." An agreement, arrangement or activity, the
consummation of which results in a person acquiring, directly or
indirectly, the control of another person or the ability to
influence the competitive conduct of the target person, and
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includes the acquisition of voting securities and noncorporate
interests, such as assets, capital stock, membership interests
or equity interests.
"Contracting affiliation." The formation of a relationship
between two or more persons that permits the persons to
negotiate jointly with insurers or third-party administrators
over rates for professional medical services or for one person
to negotiate on behalf of the other person with insurers or
third-party administrators over rates for professional medical
services.
"Hart-Scott-Rodino Act." Title II of the Clayton Antitrust
Act (Public Law 63-212, 15 U.S.C. § 18a).
"Health care facility." As defined in section 802.1 of the
act of July 19, 1979 (P.L.130, No.48), known as the Health Care
Facilities Act.
"Health care facility system." Either of the following:
(1) a parent corporation of one or more health care
facilities and a person affiliated with the parent
corporation through ownership or control; or
(2) a health care facility and a person affiliated with
the health care facility through direct or indirect
ownership, including a private equity fund.
"Health care practitioner." As defined in section 103 of the
Health Care Facilities Act.
"Health care services." Medical, surgical, chiropractic,
hospital, optometric, dental treatment, podiatric,
pharmaceutical, ambulance, mental health, substance use
disorder, therapeutic, preventative, diagnostic, curative,
rehabilitative, palliative, custodial and other services
relating to the prevention, cure or treatment of illness, injury
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or disease.
"Health care services revenue." The total revenue received
for health care services in the previous 12 months.
"Insurer." As defined in 40 Pa.C.S. § 9103 (relating to
definitions).
"Merger." A consolidation of two or more persons, including
two or more persons joining through a common parent organization
or two or more organizations forming a new organization. The
term does not include a corporate reorganization.
"Monopoly." The power to control prices and exclude
competition as a seller.
"Monopsony." The power to control prices and exclude
competition as a buyer.
"Provider organization." A corporation, partnership,
business trust, association or organized group of persons,
whether incorporated or not, that is in the business of health
care delivery or management and that represents two or more
health care practitioners in contracting with insurers or third-
party administrators for the payments of health care services.
The term includes a physician organiz