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SB 5122

Enacting the uniform antitrust premerger notification act.

2025-2026 Regular Session Introduced by Deb Krishnadasan and 5 co-sponsors

Washington requires filing HSR premerger notices with the state AG when there is WA nexus, with strong confidentiality and penalties for noncompliance.

Effective date 7/27/2025.
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Bill Summary · SB 5122

Summary: Senate Bill 5122 — Uniform Antitrust Premerger Notification Act

Purpose and scope
- SB 5122 enacts the Uniform Antitrust Premerger Notification Act in Washington, creating a state-level framework to receive and confidentially handle premerger filings submitted to federal antitrust authorities (the Hart-Scott-Rodino Act, HSR).
- The core idea is to ensure Washington’s Attorney General has contemporaneous access to HSR filings, with confidentiality protections and reciprocal cooperation with other states that enact similar acts.

Key provisions and changes
- Filing requirement
- Any party filing a premerger notification with the federal agencies under the HSR Act must also contemporaneously file with the Washington Attorney General when:
- The filer has principal place of business in Washington; or
- The filer (or its controlled entities) had annual Washington net sales in goods/services involved in the transaction at least 20% of the federal filing threshold; or
- The filer is a health care provider or provider organization doing business in Washington.
- If Washington is the filer’s principal place of business, the filer must also provide a complete electronic copy of the documentary material filed with the federal HSR form to the WA AG. On request, filers meeting the threshold or health care criteria must provide the complete electronic copy of the documentary material within seven days.
- The WA AG cannot charge a fee for filing the HSR form or related materials.

  • Confidentiality

    • HSR forms, documentary materials, and information disclosed under this act are confidential and exempt from public inspection under Washington’s Public Records Act.
    • Disclosure is allowed in administrative or judicial proceedings with a protective order, if relevant.
    • The WA AG may share information with the Federal Trade Commission, DOJ, successor agencies, or other state AGs under specified conditions.

  • Reciprocity

    • The WA AG may disclose HSR forms and materials to other states that enact a substantially similar act with comparable confidentiality protections.
    • The filer must receive at least two business days’ advance notice before any such disclosure.

  • Civil penalty

    • Civil penalties may be imposed for noncompliance, up to $10,000 per day, following procedural due process requirements.

  • Construction and uniformity

    • Courts should consider promoting uniformity of the law across enacting jurisdictions.

  • Prospective application and transitional provisions

    • The act applies only to premerger notifications filed on or after the effective date.
    • A transitional provision ensures the act’s framework applies prospectively.

  • Health care transactions

    • Providing a copy of an HSR filing to the WA AG satisfies state notice requirements for certain qualifying health care transactions.

  • Relationship to existing law

    • Works alongside Washington’s Consumer Protection Act (CPA) and existing health care material change notice requirements, and aligns with federal HSR procedures to improve antitrust oversight at the state level.

Affected parties
- Filers of HSR premerger notifications with Washington nexus (principal place of business in WA; substantial Washington sales; or health care providers/offices in WA).
- Washington Attorney General, who will receive and manage confidential filings, potentially share information with federal agencies or other states under the act.

Effective date and status
- Effective date: 90 days after adjournment of the 2025 session, published as July 27, 2025.
- Status: Signed into law by the Governor on April 4, 2025; Chapter 7, 2025 Laws; effective 7/27/2025.

Legislative process (highlights)
- Introduced: December 30, 2024
- Public hearing: March 14, 2025
- Passed House: March 26, 2025
- Passed Senate: February 5, 2025 (as a related track)
- Governor signed: April 4, 2025

Notes
- No state appropriations are required for this act.
- The bill explicitly cites the Uniform Law Commission as the source of the model act.

Compiled from official sources — confirm details with the bill’s official record.

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