Control no longer controlling for HSR reporting of not-for-profit combinations

By Premerger Notification Office Staff

The PNO routinely provides informal guidance on Hart-Scott-Rodino reporting obligations that arise when combining not-for-profit entities, typically in the context of hospital combinations. In the past, much of this guidance focused on whether the combination resulted in a change of "control" of the board of directors of one or more of the combining entities. This was because those seeking guidance described hospital combinations primarily in terms of formal board governance.

Recently, however, when asked to analyze combinations of non-for-profit entities, the PNO began to appreciate the limitations of relying solely on the concept of control to determine reportability. In particular, as potential filers described combinations of not-for-profit hospitals, it became clear that a potentially reportable acquisition could occur even when there is no change in control of the board of directors of one of the combining entities. Typically, this is because one party obtains the indicia of beneficial ownership over the assets of another party –the fundamental basis for concluding that a potentially reportable acquisition occurs under any HSR analysis.

To clarify the analysis for those evaluating a transaction that involves not-for-profit entities, the PNO has posted a tip sheet reviewing how to assess the reportability of common not-for-profit combinations, with a focus on the "affiliation" of not-for-profit hospital systems. The tip sheet supersedes prior informal guidance for not-for-profit combinations and will apply to transactions to be consummated after today.

Rental listing scams after a hurricane

by Colleen Tressler

Consumer Education Specialist, FTC

If you, or someone you know, were displaced after Hurricane Florence or Michael, finding a new place to live is a priority. But before you pay any money, be cautious of rental listing scams. Scammers often advertise rentals that don’t exist to trick people into sending money before they find out the truth.

Some scammers hijack a real rental or real estate listing by changing the email address or other contact information, and placing the modified ad on another site. The altered ad may even use the name of the person who posted the original ad. In other cases, scammers have hijacked the email accounts of property owners on reputable rental websites. Other rip-off artists make up listings for places that aren’t for rent or don’t exist.

Here are some signs you may be dealing with a scam:

They tell you to wire money. There’s never a good reason to wire money to pay a security deposit, application fee, or first month’s rent. That’s true even if they send you a contract first. Wiring money is like sending cash — once you send it, you have no way to get it back.

They want a security deposit or first month’s rent before you’ve met or signed a lease. If you can’t visit the residence, ask someone you trust to go and confirm that it’s for rent, and that it’s what was advertised. Also do a search on the owner and listing. If you find the same ad listed under a different name, that’s a clue it may be a scam.

If you think you’ve been scammed, report it to local law enforcement and the FTC at

Rest insured, you can avoid fake healthcare plans

by Lisa Lake

Consumer Education Specialist, FTC

If you’re looking online for health insurance, there are lots of results that seem to offer good choices. But dishonest companies are literally banking on your being confused by all those choices. So, before you sign up and pay, take steps to know you’re getting exactly what the plan advertised. Otherwise, your so-called “coverage” can leave you exposed to substandard benefits and costly payments.

The FTC says that’s what happened to customers of Simple Health. The company allegedly tricked consumers into believing its plans offer comprehensive coverage and are compliant with Affordable Care Act (ACA) standards. The company allegedly lured people in through lead-generation sites, using logos of well-known health insurance providers to make itself look credible. Simple Health asked for personal information on the site, followed up with phone calls, and pitched what it said were affordable, comprehensive, ACA-qualified plans with low or no co-pays or deductibles.

But once consumers signed up — often at premiums as high as hundreds of dollars per month — the FTC says they did not get anywhere near the full coverage Simple Health promised, and the benefits were not ACA-qualified.

Here’s how to protect yourself against false healthcare plan promises:

Research the plan to see if it really is insurance. Your state insurance commissioner’s office can tell you if a plan is legitimate and if it’s licensed at or Also ask the company for the details, in writing, of what you’re buying. If it can’t give you the fine print, walk away.

Be careful when giving out your personal information. A site might look legit, but some might be fronts for criminals waiting to steal your money and personal information.

Consider what others are saying. Do an online search of the company name and the word “complaint.” People’s reviews should give you an idea of the company’s reputation.

Educate yourself. Learn the difference between health insurance and medical discount plans.

And then file a report with the FTC if you know of a company posing as a health insurance provider.


Small Business Scam Alert: Don’t Pay for Products You Didn’t Order

Like so many entrepreneurs, you’re busy running your business all day long. So when someone calls and says they just want to confirm an order for office supplies, you may oblige without thinking twice about whether that caller is really a scammer.

A few days later, you get a delivery of products you didn’t order -- and a big bill. They hope you'll pay without noticing that you never ordered the merchandise. If you don’t pay, they may make harassing calls demanding payment. The scammers might even lie about your earlier phone conversation, claiming that it's proof of your order.

How can you avoid falling for a scam like this? Verify your invoices. Don’t pay an invoice unless you’ve confirmed that someone placed the order.

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