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California's Office of Health Care Affordability has issued final regulations implementing Assembly Bill 1415, extending and clarifying the state's health care transaction notice regime. According to Wilson Sonsini Goodrich & Rosati's summary, the package adds guidance on how notice requirements apply to private equity, venture capital and management services organization transactions — categories often missed by parties treating a deal as ordinary corporate M&A rather than a change in control of a health care entity.

Why sophisticated counsel should care: the regime operates alongside federal Hart-Scott-Rodino analysis and other state review statutes, carrying filing obligations and potential cost or timing consequences for signed-but-unclosed deals. Final regulations are the point at which diligence checklists, engagement letters and closing conditions can be updated with confidence rather than inference. Operative dates and transition provisions should be confirmed against the rulemaking text, which this single-source summary does not reproduce.

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Beginning January 1, 2027, California will require certain federal Hart-Scott-Rodino filers with a California nexus to submit a complete electronic copy of their federal HSR filing to the state. The Hogan Lovells alert frames this in the context of health care transactions and indicates those deals may face two separate California filing tracks rather than one, though the alert excerpt does not spell out the second track's scope or recipient.

Why sophisticated counsel should care: a duplicate state submission is not a clerical afterthought. It carries its own completeness and format standard, adds a state-level filing deadline to the deal timetable, and may land on a public record with different confidentiality protections than the federal filing. Transaction checklists, closing conditions and internal deal budgets need to carry the extra step, and a late or defective state filing is the kind of defect that surfaces at closing rather than at signing.

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California has closed one of the most visible gaps in its antitrust toolkit. On September 30, 2026, Governor Gavin Newsom signed the COMPETE Act, amending the Cartwright Act so that, for the first time, the state statute reaches single-firm conduct: it makes it unlawful to monopolize or monopsonize. The full text was not available to this briefing, so scope, any thresholds or market definitions, exemptions, enforcement authority and remedies remain unverified and should be read directly before reliance.

Why sophisticated counsel should care: California is a large, economically concentrated market with heavy platform, technology, retail, healthcare and labor-market overlap with major-firm clients. A state-law prohibition on monopolization supplies a direct legal duty and, importantly, an in-state forum, expanding parallel-risk and follow-on exposure alongside federal Sherman Act and FTC Act theories. Monopsony language also reaches buyer-side power, relevant to employers, staffing firms, aggregators and other large purchasers.

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Per a single Latham & Watkins alert (JD Supra, October 1, 2026; the excerpt is truncated, so provision-level detail is unverified), California Governor Gavin Newsom signed Assembly Bill 1776 — the COMPETE Act — on September 30, 2026. The statute reportedly materially expands the state's principal antitrust statute, the Cartwright Act, and its monopoly-enforcement reach, with an effective date of January 1, 2027.

For major-firm clients, the significance is that a state already central to nationwide merger review now appears to have a broader in-state toolkit for challenging single-firm conduct, potentially raising parallel exposure alongside federal antitrust claims and letting plaintiffs reframe monopolization theories around California market structure. Practical attention should shift to California-facing distribution, platform, and network-effect businesses, and to counsel weighing how state theories interact with Hart-Scott-Rodino timing and the federal monopoly elements.

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California’s Office of Health Care Affordability (OHCA) has issued proposed emergency regulations creating a mandatory 90-day pre-closing notice regime for many healthcare transactions. The rules, which implement Assembly Bill 1415, specifically target deals involving private equity groups, hedge funds, and management service organizations (MSOs).

Sophisticated counsel and clients care because the filing thresholds are low, capturing private equity or hedge fund acquisitions of as little as 10% of a healthcare entity's assets or equity, along with many common MSO platform and add-on deals. The required disclosures are extensive and similar to a federal Hart-Scott-Rodino filing, demanding sensitive data on ownership, governance, valuation, and debt. This imposes significant new administrative burdens and strategic considerations on transactions that may not otherwise require federal antitrust review, and it makes previously private deal information public record, though a confidentiality process exists. Deal timelines must now account for OHCA's review period, which includes a 45- to

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Charter Communications's $34.5 billion acquisition of Cox Communications provides a valuable case study in the current US regulatory landscape for major telecom M&A. While the deal cleared federal Hart-Scott-Rodino antitrust review quickly and without a Second Request from the DOJ, it faced a much longer and more complex path with communications regulators. The Federal Communications Commission approved the transaction based on a series of voluntary commitments from Charter regarding rural infrastructure, jobs, and wages, a process the agency now appears to favor over imposing its own conditions. At the state level, however, the review was even more intensive. Public utility commissions, particularly in California, conducted lengthy proceedings that resulted in binding settlement agreements with costly, multi-year commitments on low-income broadband access, network upgrades, and consumer protections. For sophisticated counsel, the deal highlights a key strategic consideration: federal antitrust clearance is only one piece of the puzzle. Parties to future transactions in regulated ind

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In a statement prompted by an abandoned Ohio hospital merger, Federal Trade Commission Chairman Andrew Ferguson provided the most granular guidance to date on the agency's evaluation of the 'failing firm' defense. The chairman’s statement emphasizes the critical importance of a target company conducting a robust and comprehensive 'shop process' before agreeing to be acquired by a direct competitor. For sophisticated counsel and clients, this guidance clarifies the high bar for successfully asserting that a financially distressed company had no other viable options. Failure to conduct and document an adequate search for alternative buyers could unwind a deal, force a costly mid-review sale process, or lead to a full-blown antitrust challenge, jeopardizing deal certainty. The chairman detailed five factors the FTC will now scrutinize: the breadth of buyer solicitation, the time allowed for evaluation, equal access to diligence materials, the seller's good-faith engagement, and appropriate consideration of offers with fewer competitive concerns. Parties contemplating a transaction that

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The Federal Trade Commission (FTC) gave final approval to a consent order resolving antitrust concerns in Ascension Health Alliance’s $3.9 billion acquisition of AmSurg. The order requires Ascension to divest seven AmSurg ambulatory surgery centers across five metropolitan areas where the agency found the deal would substantially reduce competition for specific outpatient surgical services, including gastroenterology, ophthalmology, and orthopedics.

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An analysis of federal data indicates that extended 'Second Request' antitrust merger reviews are concluding more quickly in 2026, a welcome development for dealmakers. According to a report from Akin Gump, the average review time for investigations resulting in a published agency outcome fell below 10 months in the first half of the year, down from historical highs of over 12 months in 2025. Investigations that closed without a public statement were even faster, averaging around eight months. For sophisticated counsel and their clients, this trend is a significant factor in deal planning. Protracted reviews can jeopardize transactions by increasing costs and uncertainty. The reported shortening of timelines, linked to a greater agency willingness to accept settlements, may provide more predictability and reduce regulatory friction for strategic M&A. Practitioners should continue to track this data to see if the trend holds and adjust their strategies for negotiating with enforcement agencies accordingly, particularly regarding potential remedies.

The FTC secured a $12 million settlement with Edwards Lifesciences and Genesis MedTech over a 2024 transaction the companies structured to evade Hart-Scott-Rodino (HSR) Act premerger filing requirements. The enforcement action signals the FTC is prioritizing aggressive scrutiny of deal structures designed to circumvent HSR thresholds, even when parties argue transactions fall below mandatory reporting levels. In-house counsel should audit recent and pending M&A deal structuring to confirm all HSR filing obligations are satisfied, and retain detailed documentation of any threshold analysis to defend against potential enforcement claims.

The FTC reached a $12 million combined settlement with Edwards Lifesciences and Genesis MedTech after determining the parties structured a 2022 asset purchase to avoid triggering Hart-Scott-Rodino Act pre-merger notification requirements. The agreement included terms that delayed transfer of operational control and voting rights until after the statutory HSR waiting period would have lapsed, allowing the transaction to close without a required filing. The settlement signals the FTC’s heightened focus on enforcing HSR compliance for all transaction structures, including those designed to circumvent filing thresholds. In-house counsel should review pending and completed deals for potential HSR gaps, and ensure future transaction structuring does not include provisions intended to avoid pre-merger notification obligations.