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What You Care About · Dependency ReportBeta
healthcare
Owners voting their values can deliver most of this outcome.
Most of what an American pays for healthcare, and most of what they are refused, is decided inside companies whose owners vote.
United States health spending reached $5.3 trillion in 2024, $15,474 a person and 18.0 percent of the economy. The question this report answers is not whether that is too much. It is who decides it, and how much of that decision sits with people who hold shares.
Three of the eight obstacles below are decided inside listed companies, and they are the expensive ones. A medicine's price while one company holds the exclusive right to sell it is set by that company: Merck tells its own shareholders that losing patent protection is promptly followed by substitutes that cut its sales, which is a company saying plainly what the patent is worth. Between the list price and the counter sit the pharmacy benefit managers, and the Federal Trade Commission found the six largest of them handling nearly 95 percent of all prescriptions filled in the country, three of those six owned by CVS Health, UnitedHealth Group and Cigna. What an insurer approves is the insurer's own conduct, and across HealthCare.gov insurers with complete data nearly 17 percent of in-network claims were denied in 2021, with individual insurers ranging from 2 percent to 49 percent.
This is what the method calls a price where the company sets it. A patent is an exclusive right. Six firms handling 95 percent of prescriptions is a concentrated market. Neither of those is a price emerging from competition among thousands of sellers, and that distinction is the whole difference between this subject and something like child care.
There is a record of owners trying. The Province of Saint Joseph of the Capuchin Order and co-filers put a drug pricing proposal to Merck's shareholders in 2019, asking whether public concern about pricing is built into executive pay. It was defeated, 551,545,616 votes to 1,345,437,003. A defeat is the state of a campaign, not the shape of the dependency, and it does not lower anything here.
On corporate political activity, the record is a company going to court rather than a company winning. Merck's own annual report states that it sued the United States government in June 2023 over the Medicare Drug Price Negotiation Program, challenging its constitutionality. The programme it sued over exists: forty drug products have been selected, $125 billion of Medicare's $350 billion drug spending in 2024, with savings estimated by the government. Activity that narrows and delays a measure that passed anyway is rated as narrowing and delaying, not as blocking.
One obstacle here is rated Independent and it is worth saying which. Who Medicaid and the marketplace subsidies cover is set by Congress and by states. A decline in Medicaid coverage drove the rise in the uninsured in 2024, and no shareholder vote reaches an eligibility rule.
No person has reviewed this report. Every claim was checked against the page it cites. If we got something wrong, tell us. How we score dependency.
What stands in the way, scored
Eight obstacles, ranked by how far a share owner can move them. Three of the first four are decided inside listed companies, and the last one is not a corporate decision at all.
Companies involved: Merck & Co., Inc. (shareholders vote here)
Retail prescription drug spending is measured by the federal government at $467.0 billion in 2024, and the pricing power behind it is described by the company that holds it.
A patent is an exclusive right, and the company holding it sets the price with no competitor able to undercut it. Merck states the mechanism in its own annual report: losing patent protection on a product is promptly followed by generic or biosimilar substitutes that reduce its sales of that product. Retail prescription drugs came to $467.0 billion in 2024. That pricing is a choice rather than a constraint is on the record too, in the supporting statement of the 2019 proposal: Merck had committed to limit average price increases to no more than the rate of inflation. A company that can promise to hold a price is a company that was setting it.
Confirmed for this obstacle (5)
- Merck tells its shareholders that losing patent protection is promptly followed by substitutes that reduce its sales. filing
- Retail prescription drug spending rose 7.9 percent to $467.0 billion in 2024. source
- Merck had committed to limit average price increases of its drugs to no more than the rate of inflation. filing
- The Province of Saint Joseph of the Capuchin Order and co-filers filed a drug pricing proposal at Merck for the 2019 meeting. filing
- The proposal was not approved, 551,545,616 votes for and 1,345,437,003 against. filing
Shareholder advocacy on record
- 2019: The Province of Saint Joseph of the Capuchin Order at Merck & Co., Inc. Co-filed with Other co-filers, not named in the proxy statement. Asked the company to Report annually on the extent to which risks related to public concern over drug pricing strategies are built into senior executive incentive pay.. Not approved: 551,545,616 votes for, 1,345,437,003 against, 22,350,156 abstentions, with a majority of votes cast required.. We found no document in this corpus reporting a change by the company in response.. Source
Already working on this
Care about this, and have not voted their shares on it
- Interfaith Center on Corporate Responsibility Its members hold the large pharmaceutical companies and have filed on pricing before, and nothing in the documents read shows a current pricing filing.Ask them to vote
Companies involved: CVS Health Corporation (shareholders vote here); UnitedHealth Group Incorporated (shareholders vote here); The Cigna Group (shareholders vote here); Humana Inc. (shareholders vote here); Prime Therapeutics LLC (privately held, no shareholder vote); MedImpact Healthcare Systems, Inc. (privately held, no shareholder vote)
The share is the Federal Trade Commission's own figure from a Section 6(b) inquiry, not an estimate from the industry.
The Federal Trade Commission found the six largest pharmacy benefit managers handling nearly 95 percent of all prescriptions filled in the United States, and named them: Caremark Rx, Express Scripts, OptumRx, Humana Pharmacy Solutions, Prime Therapeutics and MedImpact. CVS Health runs Caremark inside its Health Services segment and UnitedHealth Group runs Optum Rx as one of its businesses, both stated in their own annual reports. The Commission's finding was not that this is merely concentrated but that the structure lets these firms profit at the expense of patients and independent pharmacists. Ninety-five percent in six hands is a market where the price at the counter is a corporate decision.
Confirmed for this obstacle (5)
- The six largest pharmacy benefit managers manage nearly 95 percent of all prescriptions filled in the United States. source
- Those six are Caremark Rx, Express Scripts, OptumRx, Humana Pharmacy Solutions, Prime Therapeutics and MedImpact Healthcare Systems. source
- CVS Health runs its pharmacy benefit management business through CVS Caremark. filing
- Optum Rx is one of UnitedHealth Group's businesses. filing
- The Federal Trade Commission found that the concentrated, vertically integrated structure lets these firms profit at the expense of patients and independent pharmacists. source
Care about this, and have not voted their shares on it
- Interfaith Center on Corporate Responsibility Holds shares in the three listed companies that own half the named PBMs, and no filing on PBM practice appears in the documents read.Ask them to vote
Companies involved: UnitedHealth Group Incorporated (shareholders vote here); CVS Health Corporation (shareholders vote here); The Cigna Group (shareholders vote here); Elevance Health, Inc. (shareholders vote here); Humana Inc. (shareholders vote here)
EDGAR full-text search across DEF 14A and PRE 14A filings, for "shareholder proposal" with each of "prior authorization", "denial of care" and "delay or deny", returned no proposal asking an insurer to report on or change how it denies claims. The UnitedHealth proxies returned by a related search carry only a golden parachute proposal and a board chair proposal.
The denial rates come from insurer reporting collected by the government and analysed by KFF, and the range between insurers is what shows the discretion.
Across HealthCare.gov insurers with complete data, nearly 17 percent of in-network claims were denied in 2021, and the denial rate ran from 2 percent at one insurer to 49 percent at another. The spread is the finding. Insurers facing similar patients and similar rules deny wildly different shares of claims, which is not a fact about medicine, it is a fact about companies. Only about 2 percent of those denials rested on medical necessity and 77 percent were reported as all other reasons. Consumers rarely appeal. What a company approves and what it refuses is that company's own conduct, and changing it is not a step towards fixing this obstacle, it is the fix.
Confirmed for this obstacle (3)
Care about this, and have not voted their shares on it
- Interfaith Center on Corporate Responsibility Its members hold the listed insurers, and no filing asking an insurer to report its denial rates appears in the documents read.Ask them to vote
Companies involved: HCA Healthcare, Inc. (shareholders vote here); Tenet Healthcare Corporation (shareholders vote here); Universal Health Services, Inc. (shareholders vote here)
Flagged for review. Most hospitals in this obstacle's chain are nonprofit or government owned. The listed companies a vote reaches are the insurers that negotiate rates, the investor-owned chains, and the suppliers, rather than the majority of hospitals themselves.
Hospital care is the largest category of national health expenditure, at $1,634.7 billion in 2024.
Hospital expenditure was $1,634.7 billion in 2024, more than three times the retail drug bill and the largest category in national health spending. Most hospitals are not owned by shareholders: 2,984 of the 5,121 community hospitals are nongovernment not-for-profit and 1,224 are investor-owned. That does not put hospital care beyond a vote, since listed insurers negotiate the rates, and listed suppliers, device makers and staffing firms sit in the same chain. It does lower the answer, because none of those companies sets what a nonprofit hospital charges. Companies have to move here and so do hospitals and the states that regulate them.
Confirmed for this obstacle (2)
Care about this, and have not voted their shares on it
- Interfaith Center on Corporate Responsibility Holds the listed hospital chains and the insurers that set their rates.Ask them to vote
The figure covers uninsured adults who were working, and is the reason most often available to a shareholder among the reasons people are uninsured.
Among uninsured adults who were working in 2024, 71 percent were not offered coverage by their employer or were not eligible for it. Whether a job comes with health insurance, and who inside the workforce is eligible for it, is a decision the employer makes. That reaches part of the uninsured population and not all of it: many uninsured people are not working, and a large share of those who are work for small private firms no shareholder vote reaches. Companies have to move and others have to move too.
Confirmed for this obstacle (2)
Care about this, and have not voted their shares on it
- Interfaith Center on Corporate Responsibility Files on worker benefits at large listed employers, which is where employer coverage decisions are made at scale.Ask them to vote
The rationing figure is carried in a federal competition authority's report rather than in an advocacy document.
Nearly 30 percent of Americans surveyed reported rationing or skipping doses of their prescribed medicines because of cost, a figure the Federal Trade Commission put in its own report on drug middlemen. What somebody pays at the counter is the product of a list price set by a manufacturer with an exclusive right and a benefit design set by a pharmacy benefit manager, both of them corporate decisions covered by the first two obstacles here. It is not only that: a plan's deductible, an income, and whether there is any coverage at all all bear on it. Companies have to move and so do others.
Confirmed for this obstacle (2)
Care about this, and have not voted their shares on it
- Interfaith Center on Corporate Responsibility Has filed pricing proposals at pharmaceutical companies through its members before.Ask them to vote
Companies involved: Merck & Co., Inc. (shareholders vote here)
Both the litigation and the programme's scale are documented, one in the company's annual report and one in the analysis of the programme.
Merck's own annual report states that in June 2023 it filed a complaint against the United States government challenging the constitutionality of the Medicare Drug Price Negotiation Program under the First and Fifth Amendments. That is corporate political activity aimed squarely at a price measure, and it is documented by the company rather than alleged about it. What it is not is a blockade. The programme exists and is running: forty drug products have been selected, $125 billion of the $350 billion Medicare spent on drugs in 2024, with the government estimating several billion dollars in net savings. A measure that passed anyway and is taking effect is narrowed and delayed rather than stopped.
Confirmed for this obstacle (4)
- Merck filed a complaint against the United States government in June 2023 over the Medicare Drug Price Negotiation Program. filing
- The litigation challenges the programme's constitutionality under the First and Fifth Amendments. filing
- The 40 drug products selected for negotiation accounted for $125 billion of $350 billion of Medicare drug spending in 2024. source
- The government has estimated several billion dollars in net savings to Medicare from the negotiated prices. source
Care about this, and have not voted their shares on it
- Interfaith Center on Corporate Responsibility Lobbying disclosure proposals are the established route to this obstacle and its members file them at other companies.Ask them to vote
The federal survey figures give both the number uninsured and the cause of the 2024 increase.
26.7 million people under 65 were uninsured in 2024, 1.3 million more than the year before, and a decline in Medicaid coverage drove the increase. Eligibility rules, enrolment procedures and the size of a subsidy are set by Congress and by state legislatures. No company makes those decisions and no shareholder vote reaches them. Nothing in the documents read shows corporate political activity for or against this, which is a statement about what we read.
What owners can do
- Ask an insurer you own to publish its denial rate and the share of denials it overturns on appeal. The range across insurers runs from 2 percent to 49 percent, so the number distinguishes companies rather than describing an industry.
- Ask a pharmaceutical company you own whether public concern about pricing enters executive pay. That is the exact question the 2019 Merck proposal asked, and it lost rather than being answered.
- Ask whether a company whose products depend on exclusivity has committed to a pricing limit, and what happens to that commitment when a patent cliff arrives.
- Where a company you own is suing to overturn a price regulation, ask the board what it costs and what the company gains, since that litigation is disclosed in the annual report and rarely explained to owners.
- Vote alongside an organization that files on drug pricing and worker benefits if reading every proxy yourself is not realistic.
- Do not expect a vote to change who Medicaid covers. That obstacle belongs to legislatures.
Where this sits on our maps
- UN SDG Target 3.8: Universal health coverage and affordable medicines · see it on the UNSDG map
- UN SDG Target 3.4: Reduce non-communicable disease; promote mental health · see it on the UNSDG map
- UN SDG Target 3.b: Vaccine and medicine R&D and access · see it on the UNSDG map
Organizations to know
- The Province of Saint Joseph of the Capuchin Order (shareholder advocacy on record) Lead filer of the 2019 drug pricing proposal at Merck, the only healthcare pricing proposal in this record.
- Interfaith Center on Corporate Responsibility (shareholder advocacy on record) The coalition through which religious and values-based investors file on pricing and on worker benefits.☆ Follow
- KFF (shareholder advocacy on record) Produced the insurer denial analysis that makes this obstacle measurable rather than anecdotal.
- Merck & Co., Inc. (publicly listed) States the pricing mechanism in its own annual report, carries the only defeated pricing proposal here, and is suing over the Medicare negotiation programme.
- CVS Health Corporation (publicly listed) Owns CVS Caremark, one of the six pharmacy benefit managers handling nearly all American prescriptions.☆ Follow
- UnitedHealth Group Incorporated (publicly listed) Owns Optum Rx, and is one of the insurers whose approval decisions make up the third obstacle.☆ Follow
- The Cigna Group (publicly listed) Owns Express Scripts, named by the Federal Trade Commission among the six largest pharmacy benefit managers.☆ Follow
Sources
- National Health Expenditure Fact Sheet (Centers for Medicare and Medicaid Services)
- FTC Releases Interim Staff Report on Prescription Drug Middlemen (U.S. Federal Trade Commission)
- Claims Denials and Appeals in ACA Marketplace Plans (KFF)
- Key Facts about the Uninsured Population (KFF)
- FAQs about the Inflation Reduction Act's Medicare Drug Price Negotiation Program (KFF)
- Fast Facts on U.S. Hospitals (American Hospital Association)
- Merck & Co., Inc., Form 10-K for the year ended 31 December 2025 (U.S. Securities and Exchange Commission)
- Merck & Co., Inc., Definitive Proxy Statement, 8 April 2019 (U.S. Securities and Exchange Commission)
- Merck & Co., Inc., Form 8-K, Item 5.07, 31 May 2019 (U.S. Securities and Exchange Commission)
- CVS Health Corporation, Form 10-K for the year ended 31 December 2025 (U.S. Securities and Exchange Commission)
- UnitedHealth Group Incorporated, Form 10-K for the year ended 31 December 2025 (U.S. Securities and Exchange Commission)
About this report
The rating answers two questions: how far the outcome depends on companies changing what they make, how they make it and what they sell, and how far it depends on companies dropping their political influence against it. The higher answer sets the rating: Independent, Helpful, Necessary or Pivotal.
This is the deep report. A frontier model researched it against documents captured as it read them, and every fact it recorded carries an excerpt from one of those documents. Each excerpt was matched to its document twice: on the machine that did the work, and again here. The ratings are analytical judgments under our method, not findings of any organization named here.
32 claims were checked against the document each cites: 32 held and 0 did not.
What we read. 12 documents were held for this report and every quotation was checked against them.
Every claim, and what became of it (32)
- Confirmed · United States health spending grew 7.2 percent to $5.3 trillion in 2024, $15,474 per person, and 18.0 percent of gross domestic product.
- Confirmed · Hospital expenditures reached $1,634.7 billion in 2024 and prescription drug spending $467.0 billion.
- Confirmed · Retail prescription drug spending rose 7.9 percent to $467.0 billion in 2024.
- Confirmed · Merck tells its shareholders that losing patent protection on a product is promptly followed by generic or biosimilar substitutes that reduce its sales of that product.
- Confirmed · The six largest pharmacy benefit managers manage nearly 95 percent of all prescriptions filled in the United States.
- Confirmed · The six largest pharmacy benefit managers are Caremark Rx, Express Scripts, OptumRx, Humana Pharmacy Solutions, Prime Therapeutics and MedImpact Healthcare Systems.
- Confirmed · CVS Health runs its pharmacy benefit management business through CVS Caremark, inside its Health Services segment.
- Confirmed · Optum Rx is one of UnitedHealth Group's businesses.
- Confirmed · Nearly 30 percent of Americans surveyed reported rationing or skipping doses of prescribed medicines because of cost.
- Confirmed · Across HealthCare.gov insurers with complete data, nearly 17 percent of in-network claims were denied in 2021, with insurer denial rates ranging from 2 percent to 49 percent.
- Confirmed · Only about 2 percent of denied in-network claims were denied on grounds of medical necessity, and most plan-reported denials were classified as all other reasons.
- Confirmed · There were 1,224 investor-owned for-profit community hospitals among 5,121 community hospitals in the United States.
- Confirmed · 26.7 million people under 65 were uninsured in 2024, 1.3 million more than in 2023.
- Confirmed · Among uninsured adults who were working, 71 percent were not offered or were not eligible for coverage from their employer in 2024.
- Confirmed · A decline in Medicaid coverage drove the increase in the uninsured rate in 2024.
- Confirmed · In 2024, 61.7 percent of uninsured adults aged 18 to 64 said they were uninsured because coverage is not affordable.
- Confirmed · The Province of Saint Joseph of the Capuchin Order, with co-filers, filed a shareholder proposal on drug pricing at Merck for the 2019 annual meeting.
- Confirmed · The proposal asked Merck's compensation committee to report annually on the extent to which risks related to public concern over drug pricing strategies are built into senior executive incentive pay.
- Confirmed · The drug pricing proposal was not approved at Merck's 2019 annual meeting, receiving 551,545,616 votes for and 1,345,437,003 against.
- Confirmed · The proposal's supporting statement records that Merck had committed to limit average price increases of its drugs to no more than the rate of inflation.
- Confirmed · Merck filed a complaint against the United States government in June 2023 challenging the constitutionality of the Medicare Drug Price Negotiation Program.
- Confirmed · That litigation challenges the programme's constitutionality under the First and Fifth Amendments.
- Confirmed · Medicare spending on the 40 drug products selected for negotiation so far was $125 billion of $350 billion, 36 percent of Medicare drug spending in 2024.
- Confirmed · The Centers for Medicare and Medicaid Services has estimated several billion dollars in net savings to Medicare from the negotiated prices.
- Confirmed · Vertical integration and concentration have allowed pharmacy benefit managers to profit at the expense of patients and independent pharmacists, the Federal Trade Commission found.
- Confirmed · Consumers rarely appeal denied claims.
- Confirmed · A price is a lever where an exclusive right puts one company in charge of it, and a patent is exactly such a right, which is why the medicines obstacle sits at the top of this list and the hospital ob
- Confirmed · What an insurer approves and what it denies is the insurer's own conduct, so changed conduct does not move that obstacle, it is the obstacle removed.
- Confirmed · A market where six firms handle 95 percent of prescriptions is concentrated enough that the price at the counter is a corporate decision rather than a market outcome.
- Confirmed · The scope argument that most hospitals are nonprofit does not put hospital care beyond a shareholder vote, since listed insurers, suppliers and staffing firms sit in the same chain, and it does lower
- Confirmed · A company suing to overturn a price negotiation programme that Congress passed anyway is political activity that narrows and delays rather than blocks, and it is rated as such.
- Confirmed · One company having committed to hold price rises to inflation shows that pricing at these companies is a choice, and a choice made inside a company is one its owners can direct.
First drafted September 23, 2026, reviewed and republished September 23, 2026. Scoring method revision 1.6.
Which passes have run, and what ran them
The passes can run on different models, so each one records its own. Where a model was asked for by a name that moves, the exact build that answered is shown.
- The deep run · September 23, 2026 · Read 17 documents and wrote 33 claims, each with an excerpt from one of them. The run's own verifier repaired 0 and dropped 1 over 1 pass.local runner · claude-opus-5
