Senate Bill 25-126, signed into law by Gov. Jared Polis on June 4, 2025, adopts the Uniform Antitrust Pre-Merger Notification Act. This law imposes premerger notification filing obligations for certain transactions that are reportable under the federal Hart-Scott-Rodino Act (HSR) on companies that have a nexus to Colorado. The Colorado filing obligations take effect on Aug. 6, 2025.
This will impact any company that has its principal place of business in Colorado or directly or indirectly has annual net sales of at least $25.3 million in Colorado. The Colorado net sales threshold is set at 20% of the HSR threshold ($126.4 million for 2025) and will adjust accordingly with changes to the HSR threshold. Any company that is subject to the HSR filing requirement that meets the conditions for filing in Colorado is required to contemporaneously file with the Colorado Attorney General's Office complete electronic copies of its HSR filing and documentary attachments. The Colorado Attorney General is required to maintain filed forms confidentially, subject to certain disclosure exceptions, and is authorized to impose civil penalties of up to $10,000 per day against any company failing to comply with the notification requirements.
Colorado is the second state to impose a premerger notification requirement, Washington being the first, but several other states have introduced similar legislation. Law firms advising clients on mergers and acquisitions and antitrust issues need to be keenly aware of the changing landscape of antitrust regulation and the new requirements affecting their clients' transactions, particularly if they are operating in multiple states that are subject to new laws like those enacted in Washington and Colorado. The imposition of additional merger filing requirements will have some impact on the cost and timing of proposed merger transactions. These new laws comport with the new reality of increased merger scrutiny and increasing state-level oversight of transactions.
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