Washington and Colorado are the first two states to pass laws requiring certain parties to affirmatively submit their Hart-Scott-Rodino (HSR) filings to their states’ attorneys general. Both states passed laws modeled on the Uniform Antitrust Pre-Merger Notification Act (UAPNA), published in 2024 by the Uniform Law Commission (ULC), a group that aims to provide states “with non-partisan, well-conceived, and well-drafted legislation that brings clarity and stability to critical areas of state statutory law.” The ULC developed the UAPNA as a “simple, non-burdensome mechanism for a state attorney general to receive access to [HSR] filings at the same time as the federal agencies, and subject to the same confidentiality obligations … to facilitate early information sharing and coordination among state AGs and the federal agencies.”
The Washington Act
The Washington act [1] closely follows the UAPNA. It requires a qualifying “person,” which may be an individual or entity, to submit its HSR form to the Washington State Office of the Attorney General “contemporaneously” with its submission of an HSR filing to the Federal Trade Commission (FTC) and Department of Justice Antitrust Division (DOJ). Although more guidance may be forthcoming, there is no definition of “contemporaneously” to help filers understand the time frame within which they must make a state filing.
A person is subject to the requirement if the person meets at least one of the following criteria:
- The person has its principal place of business in Washington;
- The person or any person it controls directly or indirectly has annual net sales in Washington of the goods or services involved in the transaction of 20% of the lowest “size of transaction” threshold in effect at the time of filing (e.g., $25.28 million representing 20% of the current $126.4 million HSR Act threshold); or
- The person is a healthcare provider or organization, as defined under state law, conducting business in Washington.
Persons with their principal place of business in Washington are required to submit a complete copy of the HSR filing (the HSR form and documentary attachments) to the Washington attorney general’s office. Parties in the other categories only need to submit the form but must supply the remainder of the filing upon request of the Washington attorney general’s office.
For healthcare entities obligated to submit Notices of Material Change to the Washington attorney general pursuant to Washington’s existing healthcare transaction notice statute, the submission of the HSR form will be sufficient to satisfy that requirement. [2]
The new law will apply to HSR filings made on or after July 27, 2025.
The Colorado Act
Like the Washington act, the Colorado act [3] closely follows the UAPNA. It requires that a “person” submit its HSR filing to the Colorado attorney general “contemporaneously” with a federal HSR filing if it meets one or both of the following criteria:
- The person has its principal place of business in Colorado; or
- The person filing together with its subsidiaries has annual net sales in Colorado of goods or services involved in the transaction in excess of $25.28 million (a threshold set as 20% of the HSR size-of-transaction threshold then in effect).
While some clarity may be added to the relevant part of the statute, as drafted the Colorado act requires all filers to submit a complete copy of the HSR filing (the HSR form and documentary attachments) to the Colorado Office of the Attorney General, which is a departure from the UAPNA and the Washington act.
Unlike the Washington act, the Colorado act does not have any impact on Colorado’s existing healthcare transactions notification regime.
Colorado’s law applies to all qualifying HSR filings made on or after Aug. 6, 2025.
Fees and Penalties for Failing to File
Unlike the HSR act, Washington’s and Colorado’s pre-merger notification laws do not require a filing fee, nor is there a mandated waiting period before parties can close the deal. However, for both states, failure to comply can result in daily civil fines of up to $10,000.
Each law contains a similar provision that prohibits the attorney general from disclosing the information submitted in the filing, the fact that the deal exists or that the filing has been made outside of certain circumstances. Each law also exempts the submissions from disclosure pursuant to the state’s open records laws. Information may be revealed during administrative proceedings or judicial actions, subject to protective orders established by the agency or the court, and subject to other existing state confidentiality protections. Each law also provides that the attorney general is not precluded from discussing the filing with federal antitrust agencies and provides for “reciprocity” so that an attorney general may disclose information to attorneys general of other states that enacted UAPNA-based laws with equivalent confidentiality protections.
Other States Considering Similar Requirements
California, New York, Hawaii, West Virginia and the District of Columbia introduced bills aimed at adopting pre-merger notification legislation modeled on the UAPNA. In June, the California and New York senates passed versions of the pre-merger notification legislation.
What Does This Mean for Parties Contemplating Transactions?
The implementation of state-level pre-merger notification acts represents a growing trend of additional reporting requirements for transactions. The FTC enacted a rule, which went into effect February 2025, that significantly expands the amount of information parties must include with their HSR filings and allows parties to waive confidentiality protections for purposes of the FTC and DOJ sharing information with state attorneys general. In recent years, many states passed laws requiring notification of certain healthcare-related transactions to state agencies as well. [4]
These developments signal an increase in states’ involvement in merger control and increase the complexity for parties involved in transactions, making it crucial to identify the necessary regulatory filings early in the transaction process. It continues to be crucial for parties to consult antitrust counsel early in the transaction process to determine if the transaction is subject to HSR and other reporting requirements.
McGuireWoods continues to monitor states and the District of Columbia for new developments or reporting requirements. For questions or to discuss how these and other pre-merger notification laws may affect your upcoming deals, reach out to McGuireWoods’ Antitrust & Trade Regulation Practice Group.
[1] S.B. 5122, 69th Leg., Reg. Sess. (Wa. 2025).
[2] RCW 19.390.
[3] S.B. 25-126, 75th Gen. Assemb., 1st Reg. Sess. (Colo. 2025).
[4] Healthcare Pre-Transaction Notices/Consents – McGuireWoods