Washington is the first state to enact the Uniform Antitrust Premerger Notification Act, which requires merging parties that submit a federal filing under the Hart-Scott-Rodino (HSR) Act (15 U.S.C. Sec. 18(a)) to also submit the HSR filing to the Washington attorney general if the deal has a sufficient nexus to Washington. The requirements will go into effect on July 27, 2025, making Washington the first state to have a merger filing notification requirement applicable to parties from all industries.

In Depth

WHY IT MATTERS

Many states have merger notification requirements for certain industries. For healthcare transactions, for example, 15 states (including Washington) have either existing or pending requirements. Furthermore, state attorneys general have indicated they will continue to pursue merger enforcement, both in coordination with federal enforcers and on their own in state court. However, until Washington did so this month, no state had enacted a merger reporting policy applicable to all industries.

UNDERSTANDING THE ACT

On April 4, 2025, Washington Governor Bob Ferguson signed into law the Uniform Antitrust Premerger Notification Act (the Act). The Act is based on the model act produced by the Uniform Law Commission, an organization that drafts model laws to boost uniformity across states.

Washington continues a trend of government agencies and jurisdictions requiring notice of mergers and acquisitions. For example, in 2023, Congress added a requirement in the National Defense Authorization Act, which now requires parties to provide their HSR materials to the US Department of Defense (DoD) for any proposed merger or acquisition that will require DoD review. Furthermore, the legislatures in six other states – Colorado, Nevada, California, Utah, West Virginia, and Hawaii – and in the District of Columbia have introduced and are considering legislation consistent with the Uniform Antitrust Premerger Notification Act.

Below are the notable aspects of the Act that companies operating in or conducting transactions with business in Washington should be aware of, including:

• Scope of required submission. The Act requires the merging parties to submit only their HSR filing and attachments. It does not require that the parties produce any additional documents beyond the initial filing. Further, if the transaction was not HSR-reportable, it does not require reporting under the Act.
• Filing requirement and Washington nexus. A filing under the Act is only required if a federal HSR filing was made and at least one of the following requirements for Washington nexus is satisfied: (i) the person has its principal place of business in the state; (ii) 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 filing threshold (varies year to year, but is $126.4 million in 2025); or (iii) the person is a healthcare provider or provider organization (defined by state law) conducting business in Washington. Note, every party to a transaction may not be required to file under the Act. Only parties that meet one of the three requirements must file notice with Washington. However, this also means that merging parties that conduct any business related to the transaction in the state will need to track sales in Washington to determine whether they fall under requirement (ii).
• No waiting period or filing fee. The Act only requires notice. There is no waiting period and there is no filing fee. Filing parties, therefore, are not obligated to wait for any approval or decision to close the transaction after notifying the Washington attorney general.
• Penalties for noncompliance. Violations of the Act can carry a civil penalty, enforced by the Washington attorney general, of up to $10,000 per day of noncompliance. However, beyond enforcement of the Act itself, the Act contains no additional substantive enforcement powers for the Washington attorney general.
• Confidentiality and information sharing. The Act contains privacy provisions for parties submitting the HSR form and attachments pursuant to the Act, including preventing the Washington attorney general from disclosing any submissions and the fact that the form was filed or provided under the Act. The Act also exempts the submissions from public review under Washington’s Public Records Act (Chapter 42.56 RCW). However, the Act permits the Washington attorney general to share this information with the Federal Trade Commission, the US Department of Justice, and the attorney general of another state that enacts the Uniform Antitrust Premerger Notification Act, or a substantively equivalent act, so long as their confidentiality provisions are at least as protective as the Act.