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Senate committee advances premerger notification update despite AGO warnings
Summary
The Senate Judiciary Committee voted to send an update to Colorado’s premerger notification law (HB14‑27) to the Committee of the Whole after testimony from industry groups and the attorney general’s antitrust chief, who warned the bill could limit the state’s ability to detect and investigate secret mergers.
Senator Snyder asked the Senate Judiciary Committee on May 11 to advance House Bill 14‑27, an amendment to Colorado’s Uniform Premerger Notification Act that aligns state filing deadlines and confidentiality protections with recent Uniform Law Commission changes.
The bill moves the state filing deadline to one day after a federal Hart‑Scott‑Rodino (HSR) filing, requires the attorney general to provide a secure system for sensitive merger documents, raises the notice period before the attorney general shares filings with other states from two to five business days, and establishes a three‑business‑day written notice and cure window before fines—up to $10,000 per day—may be imposed.
Why it matters: the bill’s sponsors and industry supporters say the measure updates an unexecuted deadline and strengthens confidentiality to match federal protections, while the attorney general’s office said the current draft could erode the state’s ability to learn about and investigate mergers.
“Originally it had a contemporaneous filing with the federal government as well as with the states. That’s being amended to be one day after the federal filing,” Senator Snyder said, explaining that the changes are intended to be a modest alignment with the Uniform Law Commission model.
Industry support: Mike Blank of CTIA, the wireless trade association, thanked Senator Snyder and Representative Espinosa for addressing concerns raised after last year’s enactment and said CTIA believes the bill “makes those improvements.”
Attorney general’s concerns: Bridal Williams, the Assistant Attorney General who leads Colorado’s antitrust unit, told the committee that as drafted the bill “is likely to eliminate our ability to learn about mergers and will also limit our ability to investigate them.” Williams said the bill’s three‑day cure provision does not apply to the initial form filing, which could remove the incentive for parties to file the form that notifies the state in confidential transactions. He also warned that the requirement to destroy or return submitted materials within 120 days of a merger’s closing or related legal proceedings could conflict with long investigations that often extend beyond that period.
Legislative drafting: Yolanda Love, reviser of statutes for the Office of Legislative Legal Services, confirmed a drafting error in the original uniform premerger notification act had been identified and that a reviser’s bill had corrected the specific error, while witnesses and sponsors discussed further technical fixes.
Outcome: The vice chair moved HB14‑27 to the Committee of the Whole with a favorable recommendation; the roll call recorded the motion as passing 4 to 3.
Next steps: HB14‑27 will proceed to the Committee of the Whole for further consideration; committee members said they expect continued technical work with the attorney general’s office before final passage.
