The 2012 English Health and Social Care Act marked a fundamental reform of statutory healthcare in England in ways which elevated the interests of the government over the interests of patients or the professions, and which undermined traditional alliances between professions and patients. Drawing on a countervailing powers framework we present a thematic analysis of parliamentary papers, press releases and other publicly available materials produced across the reform process by four key actors in the healthcare field – the government, medical profession, patients and ‘for profit’ providers. This analysis explores how the pursuit of sectional interests by these actors may have acted to constrain potential alliances and ultimately contributed to the enactment of the legislation by default. This conclusion has relevance for other Beveridge model healthcare systems undergoing health and social care reform under the auspices of austerity.