Uniform antitrust premerger

AN ACT Relating to enacting the uniform antitrust premerger 1
notification act; amending RCW 19.390.060; and adding a new chapter 2
to Title 19 RCW. 3
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:4
NEW SECTION. Sec. 1. SHORT TITLE. This chapter may be known and 5
cited as the uniform antitrust premerger notification act.6
NEW SECTION. Sec. 2. DEFINITIONS. The definitions in this 7
section apply throughout this chapter unless the context clearly 8
requires otherwise.9
(1) "Additional documentary material" means the additional 10
documentary material filed with a Hart-Scott-Rodino form.11
(2) "Electronic" means relating to technology having electrical, 12
digital, magnetic, wireless, optical, electromagnetic, or similar 13
capabilities. 14
(3) "Filing threshold" means the minimum size of a transaction 15
that requires the transaction to be reported under the Hart-Scott-16
Rodino act in effect when a person files a premerger notification.17
(4) "Hart-Scott-Rodino act" means section 201 of the Hart-Scott-18
Rodino antitrust improvements act of 1976, 15 U.S.C. Sec. 18a.19
Z-0122.2
SENATE BILL 5122
State of Washington 69th Legislature 2025 Regular Session
By Senators Trudeau, Pedersen, Krishnadasan, Nobles, Salomon, and
Wellman; by request of Uniform Law Commission
Prefiled 12/30/24. Read first time 01/13/25. Referred to Committee
on Law & Justice.
p. 1 SB 5122
(5) "Hart-Scott-Rodino form" means the form filed with a 1
premerger notification, excluding additional documentary material.2
(6) "Person" means an individual, estate, business or nonprofit 3
entity, government or governmental subdivision, agency, or 4
instrumentality, or other legal entity. 5
(7) "Premerger notification" means a notification filed under the 6
Hart-Scott-Rodino act with the federal trade commission or the United 7
States department of justice antitrust division, or a successor 8
agency. 9
(8) "State" means a state of the United States, the District of 10
Columbia, Puerto Rico, the United States Virgin Islands, or any other 11
territory or possession subject to the jurisdiction of the United 12
States. 13
NEW SECTION. Sec. 3. FILING REQUIREMENT. (1) A person filing a 14
premerger notification shall file contemporaneously a complete 15
electronic copy of the Hart-Scott-Rodino form with the attorney 16
general if:17
(a) The person has its principal place of business in this state;18
(b) The person or a person it controls directly or indirectly had 19
annual net sales in this state of the goods or services involved in 20
the transaction of at least 20 percent of the filing threshold; or21
(c) The person is a provider or provider organization, as defined 22
in RCW 19.390.020, conducting business in this state.23
(2) A person that files a form under subsection (1)(a) of this 24
section shall include with the filing a complete electronic copy of 25
the additional documentary material. 26
(3) On request of the attorney general, a person that filed a 27
form under subsection (1)(b) or (c) of this section shall provide a 28
complete electronic copy of the additional documentary material to 29
the attorney general not later than seven days after receipt of the 30
request. 31
(4) The attorney general may not charge a fee connected with 32
filing or providing the form or additional documentary material under 33
this section. 34
NEW SECTION. Sec. 4. CONFIDENTIALITY. (1) Except as provided in 35
subsection (3) of this section or section 5 of this act, the attorney 36
general may not make public or disclose:37
(a) A Hart-Scott-Rodino form filed under section 3 of this act;38
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(b) The additional documentary material filed or provided under 1
section 3 of this act; 2
(c) A Hart-Scott-Rodino form or additional documentary material 3
provided by the attorney general of another state; 4
(d) That the form or the additional documentary material were 5
filed or provided under section 3 of this act, or provided by the 6
attorney general of another state; or 7
(e) The merger proposed in the form. 8
(2) A form, additional documentary material, and other 9
information listed in subsection (1) of this section are exempt from 10
public inspection and copying under chapter 42.56 RCW.11
(3) Subject to a protective order entered by an agency, court, or 12
judicial officer, the attorney general may disclose a form, 13
additional documentary material, or other information listed in 14
subsection (1) of this section in an administrative proceeding or 15
judicial action if the proposed merger is relevant to the proceeding 16
or action. 17
(4) This chapter does not: 18
(a) Limit any other confidentiality or information-security 19
obligation of the attorney general; 20
(b) Preclude the attorney general from sharing information with 21
the federal trade commission or the United States department of 22
justice antitrust division, or a successor agency; or23
(c) Preclude the attorney general from sharing information with 24
the attorney general of another state that has enacted the uniform 25
antitrust premerger notification act or a substantively equivalent 26
act. The other state's act must include confidentiality provisions at 27
least as protective as the confidentiality provisions of the uniform 28
antitrust premerger notification act. 29
NEW SECTION. Sec. 5. RECIPROCITY. (1) The attorney general may 30
disclose a Hart-Scott-Rodino form and additional documentary material 31
filed or provided under section 3 of this act to the attorney general 32
of another state that enacts the uniform antitrust premerger 33
notification act or a substantively equivalent act. The other state's 34
act must include confidentiality provisions at least as protective as 35
the confidentiality provisions of the uniform antitrust premerger 36
notification act.37
(2) At least two business days before making a disclosure under 38
subsection (1) of this section, the attorney general shall give 39
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notice of the disclosure to the person filing or providing the form 1
or additional documentary material under section 3 of this act.2
NEW SECTION. Sec. 6. CIVIL PENALTY. The attorney general may 3
seek imposition of a civil penalty of not more than $10,000 per day 4
of noncompliance on a person that fails to comply with section 3 (1), 5
(2), or (3) of this act. A civil penalty imposed under this section 6
is subject to procedural requirements applicable to the attorney 7
general, including the requirements of due process.8
NEW SECTION. Sec. 7. UNIFORMITY OF APPLICATION AND 9
CONSTRUCTION. In applying and construing this uniform act, a court 10
shall consider the promotion of uniformity of the law among 11
jurisdictions that enact it.12
NEW SECTION. Sec. 8. TRANSITIONAL PROVISION. This chapter 13
applies only to a premerger notification filed on or after the 14
effective date of this section.15
Sec. 9. RCW 19.390.060 and 2019 c 267 s 6 are each amended to 16
read as follows: 17
((Any)) A provider or provider organization ((conducting business 18
in this state that files a premerger notification with the federal 19
trade commission or the United States department of justice, in 20
compliance with the Hart-Scott-Rodino antitrust improvements act, 21
Title 15 U.S.C. Sec. 18a, shall provide a copy of such filing to the 22
attorney general. Providing)) that provides a copy of ((the)) a Hart-23
Scott-Rodino ((filing)) form to the attorney general pursuant to 24
section 3 of this act satisfies the notice requirement under RCW 25
19.390.040. 26
NEW SECTION. Sec. 10. Sections 1 through 8 of this act 27
constitute a new chapter in Title 19 RCW.28
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