On April 4, Washington became the first state to adopt the Uniform Premerger Notification Act (Act) when Washington Governor Jay Inslee signed the bill into law. The new statute imposes state-level premerger filing obligations for certain transactions that are already reportable under the federal Hart-Scott-Rodino (HSR) Act. This law differs from existing state merger notification requirements related to healthcare transactions because it potentially applies to any transaction that requires an HSR filing regardless of industry. This marks a significant expansion of Washington's merger notification requirements, which had previously been focused on healthcare transactions.
Hart-Scott-Rodino (HSR) Act
The Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires parties to mergers, acquisitions, or other transactions that exceed an annually-adjusted threshold–set at a minimum of $126.4 million for 2025–to file a premerger notification with the Federal Trade Commission (FTC) and Department of Justice (DOJ). The HSR Form, recently revised to require more expansive disclosures, is intended to help federal antitrust agencies review potentially anti-competitive deals before they close.
Key Provisions of Washington's Act
Under Washington's new law, parties to transactions that trigger a federal HSR filing may also be required to submit copies of their HSR filings to the Washington Attorney General (AG) if one of the following criteria are met:
- A party has annual net sales in Washington of 20% or more of the annually adjusted HSR threshold (equal to $25.3 million for 2025).
- A party has its principal place of business in Washington.
- A party is a healthcare provider or provider organization conducting business in the state.
Notably, Washington's Act does not impose a separate waiting period or filing fee. Parties may close their transaction even while the Washington AG's review is ongoing. However, failure to comply with the Act may result in potentially steep penalties of up to $10,000 per day.
The new law will go into effect on July 27, 2025.
Uniform Premerger Notification Act – Broader Legislative Trend
The new law is based on a model law, known as the Uniform Antitrust Premerger Notification Act, developed by the Uniform Law Commission (ULC). Although Washington is the first state to enact the model law, similar legislation has been introduced in the District of Columbia and in at least six other states, including: California, Colorado, Hawaii, Nevada, Utah, and West Virginia. Separately, New York and California are considering broader premerger notification regimes that go beyond the model law's framework.
Implications for Dealmakers
Washington's adoption of the Uniform Premerger Notification Act marks a significant development in state-level antitrust enforcement. It is likely that other states will also adopt similar laws seeking to bolster state antitrust enforcement.
As additional states consider adopting their own premerger notification laws, dealmakers should prepare for an increasingly complex and fragmented regulatory landscape. Moving forward, transaction planning will need to include an additional layer of state-by-state analysis to identify and comply with applicable premerger filing obligations and account for them in deal timelines.
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