Washington Becomes First State to Enact “Uniform Antitrust Pre-Merger Notification Act”

On April 4, 2025, Gov. Bob Ferguson of Washington state signed S.B. 5122,¹ making Washington the first state to enact the Uniform Law Commission’s “Uniform Antitrust Pre-Merger Notification Act.”²

Overview of the New Washington State Law

Starting July 27, 2025, companies or individuals required to make a Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”)³ pre-merger filing will also need to make a filing with the Washington Attorney General, if the company or individual meets certain criteria, including:

• The person has a principal place of business in Washington state;
• The person or a person it controls directly or indirectly had annual net sales in Washington state of goods or services involved in the proposed merger transaction of at least 20 percent of the HSR filing threshold; or
• The person is a provider or provider organization⁴ conducting business in Washington state. 

This new state law vastly broadens the number of industries that fall under Washington’s existing merger review authority, which historically focused on healthcare-related transactions.⁵ The existing law requires filers to make a notification at least 60 days before a transaction’s effective date; now, the new law only requires contemporaneous notification with the HSR filing (regardless of the transaction’s effective date).

While several states (beyond Washington) already have a healthcare-focused merger review law in place, the new Washington state law is the first comprehensive state merger notification law of its kind.  Other jurisdictions that have introduced (but have not yet passed) the Uniform Antitrust Pre-Merger Notification Act include the District of Columbia, California, Colorado, Hawaii, Nevada, Utah, and West Virginia.⁶

Comparing and Contrasting the New Washington State Law with the Federal HSR Act

The new Washington state law differs from the HSR Act in several key ways:

• HSR filing attachments (e.g., transaction-related documents) are not required to be provided in the first instance, unless a filing party has its principal place of business in Washington. This means that filers who trigger a filing only through sales to the state of Washington or by their status as a covered provider organization initially only need to provide the HSR form itself.  However, for these filers, HSR attachments must be provided within seven days of a request by the attorney general.
• Unlike HSR filings, there is no filing fee. The attorney general is not allowed to charge a filing fee.
• Parties are not subject to a statutory waiting period (like the 30- or 15-day waiting period under the HSR Act).  That said, notification must be provided contemporaneously to the Washington Attorney General as with the federal antitrust agencies.
• There are also currently no exemptions under the new state law.

There are however some components of the new Washington state law that resemble the existing HSR Act:

• The Washington Attorney General must keep information confidential from the public, though the attorney general may share materials with the Federal Trade Commission, the Antitrust Division of the Department of Justice, or the attorney general of another state that has also enacted the Uniform Antitrust Pre-Merger Notification Act or a substantively equivalent act.
• Parties who are in noncompliance with the new Washington state law (by failing to file their qualifying HSR with the state of Washington) can be held liable for civil penalties of up to $10,000 per day. The current HSR Act penalties (which cover conduct broader than failure to notify, such as gun jumping) are $53,088 per day.

Additional items to note on the new law:

• Filing parties need not produce materials provided to the federal antitrust agencies under a “Second Request.”
• This law does not alter any limits or obligations that the federal agencies have for HSR materials.  Parties may still need to provide waivers for the Federal Trade Commission or the Antitrust Division of the Department of Justice to share information with the Washington Attorney General.

What Does This Mean for My Next Deal?

• Analyze state-specific impacts of a deal early: Parties who expect to make an HSR filing should work with antitrust counsel early to check for any qualifying Washington nexus (via local presence or sales to the state) under the new law to determine whether a state notification is necessary.   
• Be aware of the evolving landscape of state-level notification laws: Parties who expect to make an HSR filing should stay informed on the evolving landscape and variance in state-level notification laws.  Parties should work with antitrust counsel who are up to date on the state of play in all relevant jurisdictions to ensure that all required filings are being made.

_{1 S.B. 5122, 69 Leg., 2025 Sess. (Wash. 2025), available at link.
2 Uniform Antitrust Pre-Merger Notification Act (2024), available at link.
3 Hart-Scott-Rodino Antitrust Improvements Act of 1976, available at link.
4 “Provider or provider organization” means such persons as defined under Wash. Rev. Code § 19.390.020. 
5 Washington state law already required notice to the Attorney General for mergers, acquisitions, or contracting affiliations between two or more hospitals, hospital systems, or provider organizations.  Wash. Rev. Code § 19.390.010 et seq., available at link.
6 Uniform Law Commission, Antitrust Pre-Merger Notification Act, Bill List, available at link.}

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_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}

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