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Committee advances SB 25 to give state attorneys earlier access to Hart–Scott–Rodino filings
Summary
SB 25, the Pre-Merger Notification Act, was advanced after witnesses and members debated whether earlier access to Hart–Scott–Rodino merger filings will help state enforcement and reduce costly, delayed suits; the bill includes confidentiality protections for businesses.
Senate Bill 25, presented by Senator Tom Umberg and sponsored by the Uniform Law Commission, would allow state attorneys general earlier access to merger filings required under the federal Hart–Scott–Rodino (HSR) Act so states can coordinate review of potentially anticompetitive transactions.
Dan Robbins, representing the Uniform Law Commission, told the committee that state attorneys general are currently disadvantaged because confidential HSR filings are available only to federal agencies; states must subpoena the records, often months after the federal review and after deals are completed. “If we had been involved earlier, all that expense would have been avoided,” Robbins said, describing a historic supermarket merger in which California later sued and spent taxpayer dollars to litigate remedies.
Supporters said SB 25 would permit simultaneous federal and state review, reducing duplicative delay and encouraging earlier resolution if an acquisition threatens competition. Robbins said the bill limits disclosures to transactions with a principal place of business in California or with at least $24,000,000 in in-state net sales, and it includes confidentiality safeguards requiring the Attorney General to preserve filing confidentiality.
Committee members asked whether the state would retain independent authority to sue even after federal agencies approve a merger; witnesses responded that states share enforcement power under the Clayton Act and can still bring suit if necessary, though simultaneous notice aims to reduce surprise and duplicative expense.
There was no sustained opposition on the record; the committee voted to move SB 25 to the appropriations committee. The author urged an Aye vote and noted the bill’s sponsorship by the Uniform Law Commission.
