ICYMI* - The State of Washington enacted a broad pre-merger notification law that applies to all industries.
The Details - Effective July 27, 2025, "persons" involved in a merger or acquisition that is subject to the federal Hart-Scott-Rodino Act (HSR) pre-merger notification filing requirements must provide a copy of their federal HSR form to the Washington Attorney General if the person meets any one of the following conditions:
- The person has its principal place of business in Washington;
- The person or a person it controls directly or indirectly had annual net sales in Washington of the goods or services involved in the transaction of at least 20% of the HSR Act size of transaction threshold (currently 20% would be $25.28 million); or
- The person is a healthcare provider or provider organization conducting business in Washington.
When the filer has its principal place of business in
Washington, it must also file with the
Attorney General a complete electronic copy of the documentary
material filed with the
federal HSR form.
At the request of the Attorney General, when the filer had
annual net sales in excess of the
20 percent threshold or the filer is a health care provider or
provider organization, it must
also file with the Attorney General a complete electronic copy of
the documentary material
filed with the federal HSR form.
There is no fee to file and all information is confidential, including the fact of the filing. But there is a $10,000 per day penalty for failure to file.
Note that Washington also has a pre-merger notification law specifically for certain entities in the health care industry that must be adhered to, in addition to this new law.
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