Two Pennsylvania orthopedic practices, Keystone Orthopaedic Specialists, LLC (“Keystone”) and Orthopaedic Associates of Reading, Ltd. (“Orthopaedic Associates”), settled FTC charges that their 2011 consummated merger was anticompetitive because the merger allegedly combined 19 of the 25 orthopedists in Berks County, Pennsylvania, into one practice (combined market share of 76%).24 Notably, in 2014 Orthopaedic Associates separated from this group for business reasons predating the FTC’s investigation, reducing the number of Keystone orthopedists to eleven.25 The FTC alleged that prior to the merger health plans could choose among the different, independent practices and form a network with some of these practices, but that after the merger, the combined entity negotiated with health plans on behalf of all of its members and allegedly raised prices. The consent order requires Keystone and Orthopaedic Associates to (i) obtain prior approval from the FTC before acquiring any interests in each other, another orthopedic practice in Berks County, or hiring or offering membership to another orthopedist who has provided services in the county; and (ii) refrain from any anticompetitive, illegal activity, such as coordinating their prices with other orthopedists in the market or jointly negotiating or refusing to deal with payors. The FTC noted that it did not require a divestiture because market conditions changed since the 2011 merger primarily due to Orthopaedic Associates’ leaving Keystone and becoming a major player in the market.26 Lauren Rackow is an associate in the New York office of Cahill Gordon & Reindel LLP. ________________________________________________________________ COPYRIGHT NOTICE ©Copyright 2015 American Bar Association.

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the publisher. To request permission, contact the ABA’s Department of Copyrights and Contracts via www.americanbar.org/utility/reprint. The Antitrust Counselor is published quarterly by the American Bar Association Section of Antitrust Law, Corporate Counseling Committee. The views expressed in The Antitrust Counselor are the authors’ only and not necessarily those of their employers, the American Bar Association, the Section of Antitrust Law, the Corporate Counseling Committee, or the editors of this newsletter.

If you wish to comment on the contents of The Antitrust Counselor, please write to: The American Bar Association Section of Antitrust Law 321 North Clark Street Chicago, IL 60654 Nothing contained in this Newsletter is to be considered to be the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. You may also contact us by emailing Rani Habash at rani.habash@dechert.com or Joel Cohen at joel.cohen@davispolk.com. Keystone Orthopaedic Specialists, LLC and Orthopaedic Associates of Reading, Ltd.; Analysis to Aid Public Comment, 80 Fed. Reg. 63,787 (Oct.

21, 2015). 24 25 Id. 26 Id. 10 .