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SUPREME COURT OF THE UNITED STATES
_________________
No. 11–1160
_________________
FEDERAL TRADE COMMISSION, PETITIONER
v.
PHOEBE PUTNEY HEALTH SYSTEM, INC., et al.
on writ of certiorari to the united states
court of appeals for the eleventh circuit
[February 19, 2013]
Justice Sotomayor delivered the opinion of the
Court.
Under this Court’s state-action immunity
doctrine, when a local governmental entity acts pursuant to a
clearly articulated and affirmatively expressed state policy to
displace competition, it is exempt from scrutiny under the federal
antitrust laws. In this case, we must decide whether a Georgia law
that creates special-purpose public entities called hospital
authorities and gives those entities general corporate powers,
including the power to acquire hospitals, clearly articulates and
affirmatively expresses a state policy to permit acquisitions that
substantially lessen competition. Because Georgia’s grant of
general cor- porate powers to hospital authorities does not include
permission to use those powers anticompetitively, we hold that the
clear-articulation test is not satisfied and state-action immunity
does not apply.
I
A
In 1941, the State of Georgia amended its
Constitution to allow political subdivisions to provide health care
services. 1941 Ga. Laws p. 50. The State concurrently enacted the
Hospital Authorities Law (Law),
id., at 241, Ga. Code Ann.
§31–7–70
et seq. (2012), “to provide a mechanism for
the operation and maintenance of needed health care facilities in
the several counties and municipalities of th[e] state.”
§31–7–76(a). “The purpose of the constitutional provision and the
statute based thereon was to . . . create an organization
which could carry out and make more workable the duty which the
State owed to its in- digent sick.”
DeJarnette v.
Hospital Auth. of Albany, 195 Ga. 189, 200, 23 S.E.2d 716,
723 (1942) (citations omitted). As amended, the Law authorizes each
county and municipality, and certain combinations of counties or
municipalities, to create “a public body corporate and politic”
called a “hospital authority.” §§31–7–72(a), (d). Hospital
authorities are governed by 5- to 9-member boards that are
appointed by the governing body of the county or municipality in
their area of operation. §31–7–72(a).
Under the Law, a hospital authority “exercise[s]
public and essential governmental functions” and is delegated “all
the powers necessary or convenient to carry out and effectuate” the
Law’s purposes. §31–7–75. Giving more content to that general
delegation, the Law enumerates 27 powers conferred upon hospital
authorities, including the power “[t]o acquire by purchase, lease,
or otherwise and to operate projects,” §31–7–75(4), which are
defined to include hospitals and other public health facilities,
§31–7–71(5); “[t]o construct, reconstruct, improve, alter, and
repair projects,” §31–7–75(5); “[t]o lease . . . for
operation by others any project” provided certain conditions are
satisfied, §31–7–75(7); and “[t]o establish rates and charges for
the services and use of the facilities of the authority,”
§31–7–75(10). Hospital authorities may not operate or construct any
project for profit, and accordingly they must set rates so as only
to cover operating expenses and create reasonable reserves.
§31–7–77.
B
In the same year that the Law was adopted, the
city of Albany and Dougherty County established the Hospital
Authority of Albany-Dougherty County (Authority) and the Authority
promptly acquired Phoebe Putney Memorial Hospital (Memorial), which
has been in operation in Al- bany since 1911. In 1990, the
Authority restructured its operations by forming two private
nonprofit corporations to manage Memorial: Phoebe Putney Health
System, Inc. (PPHS), and its subsidiary, Phoebe Putney Memorial
Hospital, Inc. (PPMH). The Authority leased Memorial to PPMH for $1
per year for 40 years. Under the lease, PPMH has exclusive
authority over the operation of Memorial, including the ability to
set rates for services. Consistent with §31–7–75(7), PPMH is
subject to lease conditions that require provision of care to the
indigent sick and limit its rate of return.
Memorial is one of two hospitals in Dougherty
County. The second, Palmyra Medical Center (Palmyra), was estab-
lished in Albany in 1971 and is located just two miles from
Memorial. At the time suit was brought in this case, Palmyra was
operated by a national for-profit hospital network, HCA, Inc.
(HCA). Together, Memorial and Palmyra account for 86 percent of the
market for acute-care hospital services provided to commercial
health care plans and their customers in the six counties
surrounding Al- bany. Memorial accounts for 75 percent of that
market on its own.
In 2010, PPHS began discussions with HCA about
acquiring Palmyra. Following negotiations, PPHS presented the
Authority with a plan under which the Authority would purchase
Palmyra with PPHS controlled funds and then lease Palmyra to a PPHS
subsidiary for $1 per year under the Memorial lease agreement. The
Authority unanimously approved the transaction.
The Federal Trade Commission (FTC) shortly
there- after issued an administrative complaint alleging that the
proposed purchase-and-lease transaction would create a virtual
monopoly and would substantially reduce competition in the market
for acute-care hospital services, in violation of §5 of the Federal
Trade Commission Act, 38Stat. 719, 15 U. S. C. §45, and
§7 of the Clayton Act, 38Stat. 731, 15 U. S. C. §18. The
FTC, along with the State of Georgia,[
1] subsequently filed suit against the Authority, HCA,
Palmyra, PPHS, PPMH, and the new PPHS subsidiary created to manage
Palmyra (collectively respondents), seeking to enjoin the
transaction pending administrative proceedings. See 15
U. S. C. §§26, 53(b).
The United States District Court for the Middle
District of Georgia denied the request for a preliminary injunction
and granted respondents’ motion to dismiss. 793 F. Supp. 2d 1356
(2011). The District Court held that respondents are immune from
antitrust liability under the state-action doctrine.
See
id., at 1366–1381.
The United States Court of Appeals for the
Eleventh Circuit affirmed. 663 F.3d 1369 (2011). As an initial
matter, the court “agree[d] with the [FTC] that, on the facts
alleged, the joint operation of Memorial and Palmyra would
substantially lessen competition or tend to create, if not create,
a monopoly.”
Id., at 1375. But the court con-cluded that the
transaction was immune from antitrust liability. See
id., at
1375–1378. The Court of Appeals explained that as a local
governmental entity, the Authority was entitled to state-action
immunity if the challenged anticompetitive conduct was a
“ ‘foreseeable result’ ” of Georgia’s legislation.
Id., at 1375. According to the court, anticompetitive
conduct is foreseeable if it could have been “ ‘reasonably
anticipated’ ” by the state legislature; it is not necessary,
the court reasoned, for an anticompetitive effect to “ be ‘one
that ordinarily occurs, routinely occurs, or is inherently likely
to occur as a result of the empowering legislation.’ ”
Id., at 1375–1376 (quoting
FTC v.
Hospital Bd. of
Directors of Lee Cty.,
38 F.3d 1184, 1188, 1190–1191 (CA11 1994)). Applying that
standard, the Court of Appeals concluded that the Law contemplated
the anticompetitive conduct challenged by the FTC. The court noted
the “impressive breadth” of the powers given to hospital
authorities, which include traditional powers of private
corporations and a few additional capabilities, such as the power
to exercise eminent domain. See 663 F. 3d, at 1376. More
specifically, the court reasoned that the Georgia Legislature must
have anticipated that the grant of power to hospital authorities to
acquire and lease projects would produce anticompetitive effects
because “[f]oreseeably, acquisitions could consolidate ownership of
competing hospitals, eliminating competition between them.”
Id., at 1377.[
2]
The Court of Appeals also rejected the FTC’s
alternative argument that state-action immunity did not apply
because the transaction in substance involved a transfer of control
over Palmyra from one private entity to another, with the Authority
acting as a mere conduit for the sale to evade antitrust liability.
See
id., at 1376, n. 12.
We granted certiorari on two questions: whether
the Georgia Legislature, through the powers it vested in hospital
authorities, clearly articulated and affirmatively expressed a
state policy to displace competition in the market for hospital
services; and if so, whether state-action immunity is nonetheless
inapplicable as a result of the Authority’s minimal participation
in negotiating the terms of the sale of Palymra and the Authority’s
limited supervision of the two hospitals’ operations. See 567
U. S. ___ (2012). Concluding that the answer to the first
question is “no,” we reverse without reaching the second
question.[
3]
II
In
Parker v.
Brown,
317 U.S.
341 (1943), this Court held that because “nothing in the
language of the Sherman Act [ 15 U. S. C. §1
et seq.] or in its history” suggested that Congress
intended to restrict the sovereign capacity of the States to
regulate their economies, the Act should not be read to bar States
from imposing market restraints “as an act of government.”
Id., at 350, 352. Following
Parker, we have held that
under certain circumstances, immunity from the federal antitrust
laws may extend to nonstate actors carrying out the State’s
regulatory program. See
Patrick v.
Burget,
486 U.S.
94, 99–100 (1988);
Southern Motor Carriers Rate Conference,
Inc. v.
United States,
471 U.S.
48, 56–57 (1985).
But given the fundamental national values of
free enterprise and economic competition that are embodied in the
federal antitrust laws, “state-action immunity is disfavored, much
as are repeals by implication.”
FTC v.
Ticor Title Ins.
Co.,
504 U.S.
621, 636 (1992). Consistent with this preference, we recognize
state-action immunity only when it is clear that the challenged
anticompetitive conduct is undertaken pursuant to a regulatory
scheme that “is the State’s own.”
Id., at 635. Accordingly,
“[c]loser analysis is required when the activity at issue is not
directly that of” the State itself, but rather “is carried out by
others pursuant to state authorization.”
Hoover v.
Ronwin,
466 U.S.
558, 568 (1984)
. When determining whether the
anticompetitive acts of private parties are entitled to immunity,
we employ a two-part test, requiring first that “the challenged
restraint . . . be one clearly articu- lated and affirmatively
expressed as state policy,” and second that “the policy . . . be
actively supervised by the State.”
California Retail Liquor
Dealers Assn. v.
Midcal Aluminum, Inc.,
445 U.S.
97, 105 (1980) (internal quotation marks omitted).
This case involves allegedly anticompetitive
conduct undertaken by a substate governmental entity. Because
municipalities and other political subdivisions are not themselves
sovereign, state-action immunity under
Parker does not apply
to them directly. See
Columbia v.
Omni Outdoor
Advertising, Inc.,
499
U.S. 365, 370 (1991);
Lafay- ette v.
Louisiana Power
& Light Co.,
435 U.S.
389, 411–413 (1978) (plurality opinion). At the same time,
however, substate governmental entities do receive immunity from
antitrust scrutiny when they act “pursuant to state policy to
displace competition with regulation or monopoly public service.”
Id., at 413.[
4] This
rule “preserves to the States their freedom . . . to use
their municipalities to administer state regulatory policies free
of the inhibitions of the federal antitrust laws without at the
same time permitting purely parochial interests to disrupt the
Nation’s free-market goals.”
Id., at 415–416.
As with private parties, immunity will only
attach to the activities of local governmental entities if they are
undertaken pursuant to a “clearly articulated and affirmatively
expressed” state policy to displace competition.
Community
Communications Co. v.
Boulder,
455 U.S.
40, 52 (1982). But unlike private parties, such entities are
not subject to the “active state supervision requirement” because
they have less of an incentive to pursue their own self-interest
under the guise of implementing state policies.
Hallie v.
Eau Claire,
471 U.S.
34, 46–47 (1985).[
5]
“[T]o pass the ‘clear articulation’ test,” a
state legislature need not “expressly state in a statute or its
legislative history that the legislature intends for the delegated
action to have anticompetitive effects.”
Id., at 43. Rather,
we explained in
Hallie that state-action immunity applies if
the anticompetitive effect was the “ foreseeable result” of
what the State authorized.
Id., at 42. We applied that
principle in
Omni, where we concluded that the
clear-articulation test was satisfied because the suppression of
competition in the billboard market was the foreseeable result of a
state statute authorizing municipalities to adopt zoning ordinances
regulating the construction of buildings and other structures. 499
U. S., at 373.
III
A
Applying the clear-articulation test to the
Law before us, we conclude that respondents’ claim for state-action
immunity fails because there is no evidence the State affirmatively
contemplated that hospital authorities would displace competition
by consolidating hospital ownership. The acquisition and leasing
powers exercised by the Authority in the challenged transaction,
which were the principal powers relied upon by the Court of Appeals
in finding state-action immunity, see 663 F. 3d, at 1377,
mirror general powers routinely conferred by state law upon private
corporations.[
6] Other powers
possessed by hospital authorities that the Court of Appeals
characterized as having “impressive breadth,”
id., at 1376,
also fit this pattern, including the ability to make and execute
contracts, §31–7–75(3), to set rates for services, §31–7–75(10), to
sue and be sued, §31–7–75(1), to borrow money, §31–7–75(17), and
the residual authority to exercise any or all powers possessed by
private corporations, §31–7–75(21).
Our case law makes clear that state-law
authority to act is insufficient to establish state-action
immunity; the substate governmental entity must also show that it
has been delegated authority to act or regulate anticompetitively.
See
Omni, 499 U. S., at 372. In
Boulder, we held
that Colorado’s Home Rule Amendment allowing municipalities to
govern local affairs did not satisfy the clear-articulation test.
455 U. S., at 55–56. There was no doubt in that case that the
city had authority as a matter of state law to pass an ordinance
imposing a moratorium on a cable provider’s expansion of service.
Id., at 45–46. But we rejected the proposition that “the
general grant of power to enact ordinances necessarily implies
state authorization to enact specific anticompetitive ordinances”
because such an approach “would wholly eviscerate the concepts of
‘clear articulation and affirmative expression’ that our precedents
require.”
Id., at 56. We explained that when a State’s
position “is one of mere
neutrality respecting the municipal
actions challenged as anticompetitive,” the State cannot be said to
have “ ‘contemplated’ ” those anticompetitive actions.
Id., at 55.
The principle articulated in
Boulder
controls this case. Grants of general corporate power that allow
substate governmental entities to participate in a competitive
marketplace should be, can be, and typically are used in ways that
raise no federal antitrust concerns. As a result, a State that has
delegated such general powers “can hardly be said to have
‘contemplated’ ” that they will be used anticompetitively.
Ibid. See also 1A P. Areeda & H. Hovenkamp, Antitrust
Law ¶225a, p. 131 (3d ed. 2006) (hereinafter Areeda &
Hovenkamp) (“When a state grants power to an inferior entity, it
presumably grants the power to do the thing contemplated, but not
to do so anticompetitively”). Thus, while the Law does allow the
Authority to acquire hospitals, it does not clearly articulate and
affirmatively express a state policy empowering the Authority to
make acquisitions of existing hospitals that will substantially
lessen competition.
B
In concluding otherwise, and specifically in
reasoning that the Georgia Legislature “must have anticipated” that
acquisitions by hospital authorities “would produce anticompetitive
effects,” 663 F. 3d, at 1377, the Court of Appeals applied the
concept of “foreseeability” from our clear-articulation test too
loosely.
In
Hallie, we recognized that it would
“embod[y] an unrealistic view of how legislatures work and of how
statutes are written” to require state legislatures to explicitly
authorize specific anticompetitive effects before state-action
immunity could apply. 471 U. S., at 43. “No legislature,” we
explained, “can be expected to catalog all of the anticipated
effects” of a statute delegating authority to a substate
governmental entity.
Ibid. Instead, we have approached
the clear-articulation inquiry more practically, but without
diluting the ultimate requirement that the State must have
affirmatively contemplated the displacement of competition such
that the challenged anticompetitive effects can be attributed to
the “state itself.”
Parker, 317 U. S., at 352. Thus, we
have concluded that a state policy to displace federal antitrust
law was sufficiently expressed where the displacement of
competition was the inherent, logical, or ordinary result of the
exercise of authority delegated by the state legislature. In that
scenario, the State must have foreseen and implicitly endorsed the
anticompetitive effects as consistent with its policy goals.
For example, in
Hallie, Wisconsin
statutory law regulating the municipal provision of sewage services
expressly permitted cities to limit their service to surrounding
unincorporated areas. See 471 U. S., at 41. While
unincorporated towns alleged that the city’s exercise of that power
constituted an unlawful tying arrangement, an unlawful refusal to
deal, and an abuse of monopoly power, we had no trouble concluding
that these alleged anticompetitive effects were affirmatively
contemplated by the State because it was “clear” that they
“logically would result” from the grant of authority.
Id.,
at 42. As described by the Wisconsin Supreme Court, the state
legislature “ ‘viewed annexation by the city of a surrounding
unincorporated area as a reasonable
quid pro quo that a city
could require before extending sewer services to the area.’ ”
Id., at 44–45, n. 8 (quoting
Hallie v.
Chippewa Falls, 105 Wis. 2d 533, 540–541,
314 N.W.2d 321, 325 (1982)). Without immunity, federal
antitrust law could have undermined that arrangement and taken
completely off the table the policy option that the State clearly
intended for cities to have.
Similarly, in
Omni, where the respondents
alleged that the city had used its zoning power to protect an
incumbent billboard provider against competition, we found that the
clear-articulation test was easily satisfied even though the state
statutes delegating zoning authority to the city did not explicitly
permit the suppression of competition. We explained that “[t]he
very purpose of zoning regulation is to displace unfettered
business freedom in a manner that regularly has the effect of
preventing normal acts of competition” and that a zoning ordinance
regulating the size, location, and spacing of billboards
“necessarily protects existing billboards against some competition
from newcomers.” 499 U. S., at 373. Other cases in which we
have found a “clear articulation” of the State’s intent to displace
competition without an explicit statement have also involved
authorizations to act or regulate in ways that were inherently
anticompetitive.[
7]
By contrast, “simple permission to play in a
market” does not “foreseeably entail permission to roughhouse in
that market unlawfully.”
Kay Elec. Cooperative v.
Newkirk, 647 F.3d 1039, 1043 (CA10 2011). When a State
grants some entity general power to act, whether it is a private
corporation or a public entity like the Authority, it does so
against the backdrop of federal antitrust law. See
Ticor
Title, 504 U. S., at 632. Of course, both private parties
and local governmental entities conceivably may transgress
antitrust requirements by exercising their general powers in
anticompetitive ways. But a reasonable legislature’s ability to
anticipate that (potentially undesirable) possibility falls well
short of clearly articulating an affirmative state policy to
displace competition with a regulatory alternative.
Believing that this case falls within the scope
of the foreseeability standard applied in
Hallie and
Omni, the Court of Appeals stated that “[i]t defies
imagination to suppose the [state] legislature could have believed
that every geographic market in Georgia was so replete with
hospitals that authorizing acquisitions by the authorities could
have no serious anticompetitive consequences.” 663 F. 3d, at
1377. Respondents echo this argument, noting that each of Georgia’s
159 counties covers a small geographical area and that most of them
are sparsely populated, with nearly three-quarters having fewer
than 50,000 residents as of the 2010 Census. Brief for Respondents
46.
Even accepting,
arguendo, the premise
that facts about a market could make the anticompetitive use of
general corporate powers “foreseeable,” we reject the Court of
Appeals’ and respondents’ conclusion because only a relatively
small subset of the conduct permitted as a matter of state law by
Ga. Code Ann. §31–7–75(4) has the potential to negatively affect
competition. Contrary to the Court of Appeals’ and respondents’
characterization, §31–7–75(4) is not principally concerned with
hospital authorities’ ability to acquire multiple hospitals and
consolidate their operations. Section 31–7–75(4) allows authorities
to acquire “projects,” which includes not only “hospitals,” but
also “health care facilities, dormitories, office buildings,
clinics, housing accommodations, nursing homes, rehabilitation
centers, extended care facilities, and other public health
facilities.” §31–7–71(5). Narrowing our focus to the market for
hospital services, the power to acquire hospitals still does not
ordinarily produce anticompetitive effects. Section 31–7–75(4) was,
after all, the source of power for newly formed hospital
authorities to acquire a hospital in the first instance—a
transaction that was unlikely to raise any antitrust concerns even
in small markets because the transfer of ownership from private to
public hands does not increase market concentration. See 1A Areeda
& Hovenkamp ¶224e(c), at 126 (“[S]ubstitution of one monopolist
for another is not an antitrust violation”). While subsequent
acquisitions by authorities have the potential to reduce
competition, they will raise federal antitrust concerns only in
markets that are large enough to support more than one hospital but
sufficiently small that the merger of competitors would lead to a
significant increase in market concentration. This is too slender a
reed to support the Court of Appeals’ and respondents’
inference.
IV
A
Taking a somewhat different approach than the
Court of Appeals, respondents insist that the Law should not be
read as a mere authorization for hospital authorities to
participate in the hospital-services market and exercise general
corporate powers. Rather, they contend that hos- pital authorities
are granted unique powers and respon- sibilities to fulfill the
State’s objective of providing all residents with access to
adequate and affordable health and hospital care. See,
e.g.,
Ga. Code Ann. §31–7–75(22). Respondents argue that in view of
hospital authorities’ statutory objective, their specific
attributes, and the regulatory context in which they operate, it
was foreseeable that authorities facing capacity constraints would
decide they could best serve their communities’ needs by acquiring
an existing local hospital rather than incur the additional expense
and regulatory burden of expanding a facility or constructing a new
one. See Brief for Respondents 33–39.
In support of this argument, respondents observe
that hospital authorities are simultaneously empowered to act in
ways private entities cannot while also being subject to
significant regulatory constraints. On the power side, as the Court
of Appeals noted, 663 F. 3d, at 1376–1377, hospital
authorities may acquire through eminent domain property that is
“essential to the [authority’s] purposes.” §31–7–75(12).[
8] On the restraint side, hospital
authorities are managed by a publicly accountable board,
§§31–7–74.1, 31–7–76, they must operate on a nonprofit basis,
§31–7–77, and they may only lease a project for others to operate
after determining that doing so will promote the community’s public
health needs and that the lessee will not receive more than a
reasonable rate of return on its investment, §31–7–75(7). Moreover,
hospital authorities operate within a broader regulatory context in
which Georgia requires any party seeking to establish or
significantly expand certain medical facilities, including
hospitals, to obtain a certificate of need from state regulators.
See §31–6–40
et seq.[
9]
We have no doubt that Georgia’s hospital
authorities differ materially from private corporations that offer
hospital services. But nothing in the Law or any other provision of
Georgia law clearly articulates a state policy to allow authorities
to exercise their general corporate powers, including their
acquisition power, without regard to negative effects on
competition. The state legislature’s objective of improving access
to affordable health care does not logically suggest that the State
intended that hospital authorities pursue that end through mergers
that create monopolies. Nor do the restrictions imposed on hospital
authorities, including the requirement that they operate on a
nonprofit basis, reveal such a policy. Particularly in light of our
national policy favoring competition, these restrictions should be
read to reflect more modest aims. The legislature may have viewed
profit generation as incompatible with its goal of providing care
for the indigent sick. In addition, the legislature may have
believed that some hospital authorities would operate in markets
with characteristics of natural monopolies, in which case the
legislature could not rely on competition to control prices. See
Cantor v.
Detroit Edison Co.,
428
U.S. 579, 595–596 (1976).
We recognize that Georgia, particularly through
its certificate of need requirement, does limit competition in the
market for hospital services in some respects. But regulation of an
industry, and even the authorization of discrete forms of
anticompetitive conduct pursuant to a regulatory structure, does
not establish that the State has affirmatively contemplated other
forms of anticompetitive conduct that are only tangentially
related. Thus, in
Goldfarb v.
Virginia State Bar,
421 U.S.
773 (1975), we re- jected a state-action defense to
price-fixing claims where a state bar adopted a compulsory minimum
fee schedule. Although the State heavily regulated the practice of
law, we found no evidence that it had adopted a policy to displace
price competition among lawyers.
Id., at 788–792. And in
Cantor, we concluded that a state commission’s regulation of
rates for electricity charged by a public utility did not confer
state-action immunity for a claim that the utility’s free
distribution of light bulbs restrained trade in the light-bulb
market. 428 U. S., at 596.
In this case, the fact that Georgia imposes
limits on entry into the market for medical services, which apply
to both hospital authorities and private corporations, does not
clearly articulate a policy favoring the consolidation of existing
hospitals that are engaged in active competition. Accord,
FTC v.
University Health, Inc., 938 F.2d 1206, 1213,
n. 13 (CA11 1991). As to the Authority’s eminent domain power,
it was not exercised here and we do not find it relevant to the
question whether the State authorized hospital authorities to
consolidate market power through potentially anticompetitive
acquisitions of existing hospitals.
B
Finally, respondents contend that to the
extent there is any doubt about whether the clear-articulation test
is satisfied in this context, federal courts should err on the side
of recognizing immunity to avoid improper interference with state
policy choices. See Brief for Respondents 43–44. But we do not find
the Law ambiguous on the question whether it clearly articulates a
policy authorizing anticompetitive acquisitions; it does not.
More fundamentally, respondents’ suggestion is
inconsistent with the principle that “state-action immunity is
disfavored.”
Ticor Title, 504 U. S., at 636.
Parker and its progeny are premised on an understanding that
respect for the States’ coordinate role in government counsels
against reading the federal antitrust laws to restrict the States’
sovereign capacity to regulate their economies and provide services
to their citizens. But federalism and state sovereignty are poorly
served by a rule of construction that would allow “essential
national policies” embodied in the antitrust laws to be displaced
by state delegations of authority “intended to achieve more limited
ends.” 504 U. S., at 636. As an
amici brief filed by 20
States in support of the FTC contends, loose application of the
clear-articulation test would attach significant unintended
consequences to States’ frequent delegations of corporate authority
to local bodies, effectively requiring States to disclaim any
intent to displace competition to avoid inadvertently authorizing
anticompetitive conduct. Brief for State of Illinois et al. as
Amici Curiae 12–17; see also
Surgical Care Center of
Hammond, L. C. v.
Hospital Serv. Dist. No. 1,
171
F.3d 231,
236
(CA5 1999) (en banc). We decline to set such a trap for unwary
state legislatures.
* * *
We hold that Georgia has not clearly
articulated and affirmatively expressed a policy to allow hospital
authorities to make acquisitions that substantially lessen
competition. The judgment of the Court of Appeals is reversed, and
the case is remanded for further proceedings consistent with this
opinion.
It is so ordered.
