Washington State Enacts the New Uniform Antitrust Premerger Notification Act

On April 4, 2025, Washington became the first state to enact the Uniform Antitrust Premerger Notification Act (the “Act”), effective July 27, 2025. As a result, in addition to the notifications to the FTC and DOJ required under the Hart-Scott-Rodino Act (“HSR”), parties required to complete HSR filings, and meeting one of the criteria listed below, will also be required to simultaneously provide an electronic copy of its HSR Notification and Report Form to the Washington Attorney General. The Act applies if a filing party:

1. Has its principal place of business in Washington; or
2. Has annual net sales of goods and services involved in the transaction exceeding $25.3 million (20 percent of the current $126.4 million HSR notification threshold, adjusted annually) within the state of Washington; or
3. Is a healthcare provider conducting business in Washington.

Key Highlights

Notably, the Act’s notification requirements only apply to filing parties that meet one of the criteria above. Therefore, all parties to a transaction may not be required to submit copies of HSR filings to the Attorney General. In addition, the Act:

• Does not require an additional filing fee.
• Does not impose a mandatory waiting period prior to completing a transaction. 
• Maintains confidentiality, and absent a protective order, the Attorney General may not:
  • publicly disclose that a filing has been made or provided; 
  • publicly disclose the HSR form or additional documents filed in conjunction with the HSR form; or
  • publicly disclose the merger proposed in the HSR form. 
• Authorizes a civil penalty of $10,000 per day for non-compliance.

Note: Filing parties for certain healthcare transactions must still comply with Washington’s industry-specific regulations, which are not discussed in this Alert. See Wash. Rev. Code §§ 19.390.010, et seq. 

The Uniform Antitrust Premerger Notification Act and Pending Legislation

In 2024, the Uniform Law Commission published the Uniform Antitrust Premerger Notification Act (“UAPNA”), which generally requires that a copy of an HSR filing with the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”) also be filed with the enacting state. The UAPNA includes a reciprocity provision that allows the enacting states to share HSR filings and supplementary information among themselves, which serves to increase coordination amongst states and with federal antitrust investigators.

Prior to the UAPNA, several states have adopted similar legislation concerning healthcare transactions. Now, the UAPNA has expanded the reporting requirements to transactions outside the healthcare industry to encompass industries where a filing party has either its principal place of business or significant annual sales in a state. However, unlike the healthcare industry, which generally imposes a waiting period prior to consummating a transaction, the UAPNA does not impose a mandatory waiting period. 

While Washington is the first state to enact the UAPNA (often referred to as a “Baby-HSRs”), other states, including California, Colorado, Hawaii, Nevada, Utah, West Virginia, and the District of Columbia have introduced similar Baby-HSR bills. Washington’s enactment of the Act, and other states’ introduction of their own Baby-HSRs, signals that states are becoming more involved in the antitrust review of transactions, which may lead to additional substantive inquiries at the state-level. These state-level inquiries may present themselves even where the FTC and DOJ clear a transaction.

Considerations

Accordingly, parties with a principal place of business in Washington will need to provide copies of any HSR filing to the Washington Attorney General. In addition, parties conducting business in Washington who are contemplating mergers or acquisitions necessitating an HSR filing will need to diligently track revenues generated within the state to determine whether their annual revenues surpass the applicable threshold.

Parties should also be cognizant of the states in which they conduct a substantial amount of business. In the event additional states follow suit in adopting Baby-HSRs, parties should consult with counsel to ascertain whether they are subject to the state-specific premerger notification requirements. Furthermore, given the likelihood of increased regulatory oversight, parties should also be mindful of limiting pre-transaction competitive data sharing, having clean team agreements in place if necessary, and negotiating reasonable antitrust risk and cost allocation provisions in their merger agreements, particularly in deals involving localized competition within a state that has a Baby-HSR in place.

If you have any questions regarding Washington’s Uniform Antitrust Premerger Notification Act, including whether or not a contemplated transaction will require simultaneous notification to the Attorney General, please contact a member of our Antitrust Practice Group.