Antitrust: premerger notification.

Elections

Enacted

This bill passed the Legislature and reached final enactment based on the latest official action.

Sponsor: Umberg
Last action: 2026-02-10
Official status: Chaptered by Secretary of State. Chapter 3, Statutes of 2026.
Effective date: Not listed

Plain English Breakdown

The official source does not specify the exact amount of civil penalties that can be imposed.

Antitrust: Premerger Notification in California

The bill requires certain businesses with a significant presence or sales volume in California to file additional paperwork with the state Attorney General when they are already required by federal law to report large acquisitions.

What This Bill Does

Requires companies that must notify the Federal Trade Commission and Department of Justice about major business deals under federal law to also send copies of those notifications to the California Attorney General if their main office is in California or if they do at least 20% of a certain sales threshold in California.
Makes it necessary for these businesses to submit extra documents required by federal law along with their state filings.
Prohibits the California Attorney General from sharing this information except when needed for legal actions.
Allows the California Attorney General to impose civil penalties on companies that do not follow these rules.
Limits its application to notifications filed on or after January 1, 2027.

Who It Names or Affects

Businesses with a significant presence in California or those doing substantial sales of goods and services within the state.
The California Attorney General's office.

Terms To Know

Hart-Scott-Rodino Antitrust Improvements Act: A federal law that requires large companies to report certain mergers or acquisitions before they happen.
Civil Penalty: A fine imposed by the government for breaking a rule or law.

Limits and Unknowns

The bill only applies to notifications filed on or after January 1, 2027.
It does not specify how much of a civil penalty can be imposed.
Details about how the information will be used by the Attorney General are limited.

Bill History

2026-02-10 California Legislative Information
Chaptered by Secretary of State. Chapter 3, Statutes of 2026.
2026-02-10 California Legislative Information
Approved by the Governor.
2026-02-05 California Legislative Information
Enrolled and presented to the Governor at 3 p.m.
2026-02-02 California Legislative Information
Assembly amendments concurred in. (Ayes 33. Noes 0. Page 3336.) Ordered to engrossing and enrolling.
2026-01-22 California Legislative Information
In Senate. Concurrence in Assembly amendments pending.
2026-01-22 California Legislative Information
Read third time. Passed. (Ayes 52. Noes 17. Page 3808.) Ordered to the Senate.
2026-01-14 California Legislative Information
Ordered to third reading.
2026-01-14 California Legislative Information
Read third time and amended.
2026-01-13 California Legislative Information
Ordered to third reading.
2026-01-13 California Legislative Information
From inactive file.
2026-01-12 California Legislative Information
Notice of intention to remove from inactive file given by Assembly Member Aguiar-Curry.
2025-09-08 California Legislative Information
Ordered to inactive file on request of Assembly Member Aguiar-Curry.
2025-09-02 California Legislative Information
Read second time. Ordered to third reading.
2025-08-29 California Legislative Information
From committee: Do pass. (Ayes 11. Noes 1.) (August 29).
2025-07-09 California Legislative Information
July 9 set for first hearing. Placed on APPR. suspense file.
2025-06-24 California Legislative Information
From committee: Do pass and re-refer to Com. on APPR. (Ayes 10. Noes 0.) (June 24). Re-referred to Com. on APPR.
2025-06-09 California Legislative Information
Referred to Com. on JUD.
2025-06-03 California Legislative Information
In Assembly. Read first time. Held at Desk.
2025-06-02 California Legislative Information
Read third time. Passed. (Ayes 36. Noes 1. Page 1378.) Ordered to the Assembly.
2025-05-28 California Legislative Information
Read second time. Ordered to third reading.
2025-05-27 California Legislative Information
Ordered to second reading.
2025-05-27 California Legislative Information
Read third time and amended.
2025-05-23 California Legislative Information
Read second time. Ordered to third reading.
2025-05-23 California Legislative Information
From committee: Do pass. (Ayes 6. Noes 0. Page 1187.) (May 23).
2025-05-16 California Legislative Information
Set for hearing May 23.
2025-04-28 California Legislative Information
April 28 hearing: Placed on APPR. suspense file.
2025-04-17 California Legislative Information
Set for hearing April 28.
2025-04-10 California Legislative Information
Read second time and amended. Re-referred to Com. on APPR.
2025-04-09 California Legislative Information
From committee: Do pass as amended and re-refer to Com. on APPR. (Ayes 12. Noes 0. Page 704.) (April 8).
2025-03-25 California Legislative Information
From committee with author's amendments. Read second time and amended. Re-referred to Com. on JUD.
2025-03-20 California Legislative Information
Set for hearing April 8.
2025-01-29 California Legislative Information
Referred to Com. on JUD.
2024-12-03 California Legislative Information
From printer. May be acted upon on or after January 2.
2024-12-02 California Legislative Information
Introduced. Read first time. To Com. on RLS. for assignment. To print.

Official Summary Text

SB 25, Umberg.
Antitrust: premerger notification.
Existing law generally prohibits restraints on competition and authorizes the Attorney General to bring an action on behalf of the state or of any of its political subdivisions or public agencies, as specified. Existing federal law, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. Sec. 18a), before an acquisition of voting securities or assets, requires both parties to file notification of the acquisition and additional documentary material with the Federal Trade Commission and the federal Department of Justice, if, as a result of the acquisition, the acquiring person would hold voting securities or assets in excess of a specified value, except as specified. Existing federal law prohibits disclosure of the filed information, except as relevant to an administrative or judicial action or proceeding.
This bill, the
California Uniform Antitrust Premerger Notification Act, would require any person who is required to file a notification pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to additionally file a copy of the federal form with the Attorney General if the person has its principal place of business in this state or has annual net sales in this state of the goods or services involved in the transaction of at least 20% of the above-described filing threshold. The bill would also require the person to file or provide the additional documentary material required under federal law, as specified. The bill would prohibit the Attorney General from disclosing the filed information, as specified, and would authorize the Attorney General to impose a civil penalty for a violation of the filing requirement. The bill would provide that its provisions only apply to premerger notifications filed on or after January 1,
2027.
Existing constitutional provisions require that a statute that limits the right of access to the meetings of public bodies or the writings of public officials and agencies be adopted with findings demonstrating the interest protected by the limitation and the need for protecting that interest.
This bill would make legislative findings to that effect.

Current Bill Text

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