UnitedHealth Group — the nation’s largest health insurer and one of the most sprawling corporate empires in American history — has spent years building a health care monopoly hiding in plain sight. Now it’s trying to make sure its own shareholders can’t ask questions about it.
On March 20th, a Catholic religious congregation filed a federal lawsuit in Washington to force UnitedHealth to include a shareholder proposal in its 2026 proxy materials. The proposal is modest in scope: It asks UnitedHealth’s board to publish a report on the health care impacts of the company’s decade-long acquisition spree. The company’s response was to simply refuse — and, thanks to a quiet but consequential policy change at the Securities and Exchange Commission, it had the cover to do so.
This story matters beyond UnitedHealth. It’s about who gets to hold powerful corporations accountable — and what happens when the referees leave the field.
The Proposal — and the Brush-Off
The lead filer is the Congregation des Soeurs des Saints Noms de Jesus et de Marie, a Quebec-based religious order and member of the Interfaith Center on Corporate Responsibility (ICCR), a coalition of more than 300 faith- and values-based institutional investors representing over $4 trillion in capital. ICCR members have engaged corporations on governance and social responsibility issues for more than 50 years. These are not gadfly activists — they are long-term, sophisticated investors asking legitimate questions.
Their proposal to UnitedHealth’s board asked for something straightforward: transparency. Specifically, a report detailing patient outcomes, prior authorization trends and changes in provider network design before and after the company’s major acquisitions. As we have reported, UnitedHealth now sends more than one in four of its claim dollars to its own subsidiaries — a stunning figure that illustrates just how thoroughly the company has transformed from an insurer into a self-referral machine. Acquisitions have been central to UnitedHealth’s growth over the past decade, fueling the company’s evolution from an insurance company into a diversified health care behemoth operating the largest private insurer and third-party administrator (TPA) in the U.S., a major pharmacy benefit manager (Optum Rx), and a sizable provider network with thousands of physicians. Its many acquisitions have made it the biggest employer of doctors in the country as well as the biggest operator of Medicare Advantage plans.
A report published last year by the nonprofit Center for Health & Democracy, which I lead, found from state filings that as of the third quarter of 2024, UnitedHealth encompassed nearly 2,700 subsidiaries — a figure the company apparently found embarrassing enough that it minimized its subsidiary disclosures in its 2025 Security & Exchange Commission filings and only flagged 10. (Most of UnitedHealth’s acquisitions over the years have not been large enough to meet the SEC’s disclosure requirements, but insurers do have to disclose all their subsidiaries to many state regulators.) CHD’s research was cited in the lawsuit.
UnitedHealth’s response to the shareholder proposal was to claim it amounts to “ordinary business” and an attempt to “micromanage” the company — the same boilerplate deflection corporations have used for decades to avoid accountability. The proposal’s proponents argue that the scale of the company’s acquisitions is a policy issue that goes beyond normal business matters, and that public concern about vertical integration means additional scrutiny is warranted. Notably, the SEC had allowed a nearly identical proposal at a different company just a year earlier.
Why the Nuns Sued
“Last year we submitted our resolution with UnitedHealth because we knew that sunlight is the best disinfectant and that shareholders have a right to clarity around how strategic decisions made by corporate leaders will impact the value of their shares and the wider sector in which they operate,” said Timnit Ghermay, a representative of the Congregation des Soeurs des Saints Noms de Jesus et de Marie, the plaintiff in the lawsuit. “Rather than work with us on our reasonable request, UnitedHealth decided to try and exploit the ongoing lack of both vigilance and commitment to accountability on the part of the SEC’s current leadership. This lawsuit is in response to those attempts and flows from our belief that our rights as shareholders are worth defending.”
The SEC’s Quiet Retreat
Here’s where the story gets bigger than UnitedHealth.
In November 2025, the SEC announced it would no longer review company requests to exclude shareholder proposals. Instead, companies that unilaterally omit proposals will now simply receive a letter from the SEC stating it has “No Objection.” For decades, the SEC’s review process provided meaningful guidance that kept companies honest and facilitated productive negotiations between shareholders and corporate boards. That guardrail is now gone.
The practical effect was immediate and predictable. UnitedHealth notified the SEC of its intent to exclude the proposal. The agency rubber-stamped the decision. The shareholders’ rebuttal — arguing that UnitedHealth’s vertical integration constitutes a significant policy issue warranting investor scrutiny — was never formally considered. The “No Objection” letter arrived regardless.
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This is how regulatory capture works in practice. It doesn’t always require a dramatic rollback or a headline-grabbing executive order. Sometimes it’s a procedural change, announced quietly, that strips away accountability mechanisms one by one.
Corporate governance experts warned immediately that the new policy would expose companies to legal risk if they exploited the loophole aggressively. They were right. This lawsuit is one of at least five already filed by shareholders against companies that have moved to unilaterally exclude proposals since the SEC’s policy shift — and three of those cases have already settled.
Why This Matters
I’ve spoken at ICCR conferences and know many of the people involved in this work. These are serious, mission-driven investors who approach corporate engagement in good faith. When they file a lawsuit, it’s because the normal channels have been shut down.
UnitedHealth, meanwhile, is a company that deserves far more scrutiny than it currently receives. The Department of Justice has deepened its probe into Optum’s expansive growth and vertical integration strategy, examining whether its increasing market dominance stifles competition, limits patient choice, and potentially inflates health care costs. The DOJ sued in November 2024 to block UnitedHealth’s $3.3 billion acquisition of Amedisys on antitrust grounds, citing reduced competition in home health and hospice markets, but the deal was ultimately approved.
A company already under federal antitrust investigation — one that routes a quarter of its claim dollars to itself — is now telling its shareholders that how it has grown is none of their business. And a neutered SEC is going along with it.
As ICCR’s Meg Jones-Monteiro put it: “UnitedHealth’s attempt to keep this proposal out of public view combines bad faith and bad behavior.”
In summary, a nun’s congregation is now in federal court in Washington, trying to force the most powerful company in American health care to answer a simple question: What has all this buying and consolidating actually done to patients?
They shouldn’t have had to sue to try to find out.
keep shedding the light on these matters,thank you!
It's funny, marketing methods for everyone else always seem towards "what can we do For the public."
That doesn't seem to apply in healthcare.
Maybe because the public has no choice but to need them.