Uniform Antitrust Pre-Merger Notification Update

HOUSE BILL 26-1427
BY REPRESENTATIVE(S) Espenoza, Bacon, Carter, Duran;
also SENATOR(S) Snyder, Marchman, Coleman.
0
CONCERNING UPDATES TO THE "UNIFORM ANTITRUST PRE-MERGER
NOTIFICATION ACT" APPROVED BY THE UNIFORM LAW COMMISSION.
Be it enacted by the General Assembly of the State of Colorado:
SECTION 1. In Colorado Revised Statutes, 6-4.5-102, add (9) as
follows:
6-4.5-102. Definitions.
In this article 4.5:
(9) "UNIFORM ANTITRUST PRE-MERGER NOTIFICATION ACT" MEANS
THE "UNIFORM ANTITRUST PRE-MERGER NOTIFICATION ACT" APPROVED
ANO RECOMMENDED FOR ENACTMENT IN ALL THE STATES BY THE NATIONAL
CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS.
SECTION 2. In Colorado Revised Statutes, 6-4.5-103, amend (a)
introductory portion and ( d); and add ( e) as follows:
Capital letters or bold & italic numbers indicate new material added to existing law; dashes
through words or numbers indicate deletions from existing law and such material is not part of
the act.
6-4.5-103. Filing requirement.
(a) A person filing a pre-merger notification shall file
contempotaneously a complete electronic copy of the Hart-Scott-Rodino
form with the attorney general NOT LATER THAN ONE BUSINESS DA y AFTER
FILING OF THE PRE-MERGER NOTIFICATION if:
(d) The attorney general may not charge a fee connected with filing
or providing the fur m or additional documentary material under this section
THE ATTORNEY GENERAL SHALL PROVIDE A SECURE MEANS TO RECEIVE AND
STORE THE MATERIALS REQUIRED TO BE SUBMITTED TO THE ATTORNEY
GENERAL BY THIS SECTION.
( e) THE ATTORNEY GENERAL MAY NOT CHARGE A FEE CONNECTED
WITH FILING OR PROVIDING THE FORM OR ADDITIONAL DOCUMENTARY
MATERIAL UNDER THIS SECTION.
SECTION 3. In Colorado Revised Statutes, 6-4.5-104, amend
(d)(3); and add (e) as follows:
6-4.5-104. Confidentiality.
( d) This article 4.5 does not:
(3) Preclude the attorney general from sharing information with the
attorney general of another state that has enacted the "Uniform Antitrust
Pre-Merger Notification Act" or a substantively equivalent act. The other
state's act must include confidentiality provisions at least as protective as
the confidentiality provisions of the "Uniform Antitrust Pre-Merger
Notification Act", AND THE OTHER STATE MUST PROVIDE ASSURANCES TO
THE ATTORNEY GENERAL THAT IT AGREES TO MAINTAIN THE
CONFIDENTIALITY OF THE DOCUMENTS OR INFORMATION RECEIVED.
(e) EXCEPT AS OTHERWISE PROVIDED BY COURT ORDER OR OTHER
LAW, THE ATTORNEY GENERAL SHALL DESTROY OR RETURN THE MATERIALS
SUBMITTED PURSUANT TO SECTION 6-4.5-103 NOT LATER THAN ONE
HUNDRED TWENTY DAYS AFTER THE LATER OF:
(1) THECLOSEOFTHETRANSACTIONSUBJECTTODISCLOSUREUNDER
PAGE 2-HOUSE BILL 26-1427
SECTION 6-4.5-103; OR
(2) THE CONCLUSION OF ANY LEGAL PROCEEDINGS DIRECTLY
RELATED TO THE TRANSACTION SUBJECT TO DISCLOSURE UNDER SECTION
6-4.5-103.
SECTION 4. In Colorado Revised Statutes, amend 6-4.5-105 as
follows:
6-4.5-105. Reciprocity.
(a) The attorney general may disclose a Hart-Scott-Rodino form and
additional documentary material filed or provided under section 6-4.5-103
to the attorney general of another state that enacts the "Uniform Antitrust
Pre-Merger Notification Act" or a substantively equivalent act. The other
state's act must include confidentiality provisions at least as protective as
the confidentiality provisions of the "Uniform Antitrust Pre-Merger
Notification Act", AND THE OTHER STATE MUST PROVIDE ASSURANCES TO
THE ATTORNEY GENERAL THAT IT AGREES TO MAINTAIN THE
CONFIDENTIALITY OF THE DOCUMENTS OR INFORMATION RECEIVED.
(b) At least two FIVE business days before making a disclosure under
subsection (a) of this section, the attorney general shall give notice of the
disclosure to the person filing or providing the form or additional
documentary material under section 6-4.5-103.
SECTION 5. In Colorado Revised Statutes, amend 6-4.5-106 as
follows:
6-4.5-106. Civil penalty.
AFTER WRITTEN NOTICE AND A THREE-BUSINESS DAY PERIOD TO
CURE, the attorney general may seek imposition of a civil penalty of not
more than ten thousand dollars per day of noncompliance on a person that
fails to comply with section 6-4.5-103 (a), (b), or (c). A civil penalty
imposed under this section is subject to procedural requirements applicable
to the attorney general, including the requirements of due process.
SECTION 6. Act subject to petition - effective date. This act
takes effect at 12:01 a.m. on the day following the expiration of the
PAGE 3-HOUSE BILL 26-1427
ninety-day period after final adjournment of the general assembly (August
12, 2026, if adjournment sine die is on May 13, 2026); except that, if a
referendum petition is filed pursuant to section 1 (3) of article V of the state
constitution against this act or an item, section, or part of this act within
such period, then the act, item, section, or part will not take effect unless
approved by the people at the general election to be held in November 2026
and, in such case, will take effect on the date of the official declaration of
the vote thereon by the governor.
Jul~"-,
SPEAKER OF THE HOUSE
OF REPRESENTATIVES
Vanessa Reilly
CHIEF CLERK OF THE HOUSE
OF REPRESENTATIVES
APPROVED OJ-\ Tvt~ol
James Rashad Coleman, Sr.
PRESIDENT OF
THE SENATE
Esther van Mourik
SECRETARY OF
THE SENATE
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