/>iWhat Happened: On August 6, 2025, Colorado’s version of the Uniform Pre-Merger Notification Act (the Act) takes effect. The law requires certain parties with a nexus to the state that make a Hart-Scott-Rodino (HSR) filing to also submit the filing to the state’s attorney general (AG). Washington was the first state to enact the Act in April 2025.
The Bottom Line: Adoption of the Act provides direct notice of large transactions to the state AG’s office. The Act also promotes sharing of the information submitted among states that have enacted the Act. Other states that have introduced bills with versions of the Act include California, Nevada, Utah, West Virginia, Hawaii and the District of Columbia. This may become significant as some state AGs have taken a more active role in merger enforcement, and said they are prepared to fill in enforcement gaps left by the federal agencies.
The Full Story: Colorado’s law requires a person making a HSR filing that has its (a) principal place of business in the state, or (b) annual net sales of 20% of the HSR threshold (adjusted annually, currently $126.4 million) in the state of the goods or services involved in the transaction, to also submit the HSR filing form to the state AG’s office. The statute requires only notice, does not require payment of a filing fee, and does not include additional enforcement powers or impose a waiting period (as under HSR) on the transaction before the parties can close. Only the person with the connection to the state must submit the form. The statute authorizes a civil penalty of $10,000 per day of noncompliance and includes an appropriation of $68,052 which may be used to implement the law. The statute also exempts the information submitted from the state FOIA law and contains additional confidentiality measures.
Conclusion: As state-specific premerger notification regimes are adopted, state antitrust review of mergers is expected to become more active. The Colorado AG has stated a commitment to take independent enforcement action if warranted regardless of what their federal enforcer counterparts decide to do. Last year, the Colorado AG filed its own merger challenge to the Kroger/Albertsons merger separate and apart from the FTC’s challenge and litigated the case in CO state court. Notably, the Washington AG (which also has a state-level prenotification act) also challenged the merger and litigated the case in state court.
