April 16, 2025
First State Adopts Uniform Antitrust Premerger Notification Act
In 2024, the Uniform Law Commission published the Uniform Antitrust Premerger Notification Act for consideration by state legislatures. Per the ULC’s summary, to facilitate state AGs’ authority to enforce federal and state merger law, the act would create a process for a state AG to receive an HSR form when the person filing it has a principal place of business in the state or it (or its control person) had annual net sales in the state of goods or services involved in the transaction of at least 20% of the filing threshold.
As this S&C alert notes, the act has recently been signed into law in Washington State — the first state to enact it. But it’s also under consideration in other states. (Per this map from the ULC, it’s been introduced in California, Colorado, Hawaii, Nevada, Utah, Washington DC and West Virginia.)
The APNA requires that a copy of the HSR Form be provided contemporaneously to the Washington State Attorney General if the person making the HSR Act filing (i) has its principal place of business in Washington State, (ii) had annual net sales in Washington State of the goods or services involved in the transaction of at least $25.3 million (i.e., 20% of the current $126.4 million HSR Act threshold), or (iii) is a healthcare provider or organization, as defined under state law, conducting business in Washington State. The statute will become effective on July 27, 2025. It requires notice but does not have suspensory effect on a pending transaction.
The alert says that parties making HSR filings will now need to submit in Washington State if their principal place of business is located there or, if not, consider state-level sales data to determine whether a submission in the state is required. Moreover, a state-by-state jurisdictional analysis may end up being a necessary part of the HSR Act filing process to the extent additional states pass the act (and states are free to deviate from the uniform act). Of course, that has already been a reality for some transactions — as we’ve previously shared, there are many state laws on the books that require state-level filings but, thus far, those have mostly been limited to transactions that may impact health care in the state.
– Meredith Ervine