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Committee hears Uniform Antitrust Premerger Notification Act that would give state AG earlier HSR access
Summary
Senate Bill 5122 would require parties that file Hart-Scott-Rodino (HSR) premerger notifications with federal agencies to simultaneously provide the same materials to the Washington Attorney General under specified thresholds, giving the state earlier access to merger details and permitting coordinated state-federal review.
The Law & Justice Committee heard Senate Bill 5122 Jan. 20, a bill to implement the Uniform Antitrust Premerger Notification Act in Washington. The proposal would require a person who files an HSR form with federal antitrust authorities to file the same materials simultaneously with the Washington Attorney General if certain state thresholds are met — for example, if the entity has its principal place of business in Washington or if its Washington net sales meet a 20%-of-HSR threshold specified in the bill.
Ryan Giannini, staff counsel to the committee, explained the mechanics: HSR filings contain detailed market and competitive information that federal agencies receive under the Hart-Scott-Rodino regime; the bill would let the state receive that information on the same timeline as federal reviewers, subject to confidentiality protections and limits on public disclosure. The bill also includes a civil penalty of up to $10,000 per day for noncompliance, and it would treat provider organizations already subject to Washington’s mini-HSR filings as compliant if they submit the federal HSR to the Attorney General.
Supporters from the Uniform Law Commission and antitrust practitioners told the committee the bill improves state ability to coordinate with federal enforcement and avoid late discovery of transactions that materially affect Washington markets. Dan Robbins, who chaired the drafting committee for the Uniform Law Commission, said the change would let states "cooperate with each other and the federal government [to] evaluate a merger" and resolve competitive concerns earlier in the process.
Senator Yasmin Trudeau, prime sponsor, described the bill as improving process for consumers and businesses and said she would defer to the experts on technical questions. Staff said the Uniform Law Commission approved the model act in 2024 and that versions of the act have been introduced in California, Hawaii and the District of Columbia. A fiscal note was requested and not yet available at the hearing.
