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HB 1427

Uniform Antitrust Pre-Merger Notification Update

2026 Regular Session

Colorado requires contemporaneous electronic filing of pre-merger notifications with the AG within one business day of the federal filing, under a standardized UAPMNA framework.

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Bill Summary · HB 1427

Bill Summary: HB 1427 (2026A) – Uniform Antitrust Pre-Merger Notification Update (Colorado)

Purpose and intent

  • This bill updates Colorado law to align with the latest amendments to the Uniform Antitrust Pre-Merger Notification Act (UAPMNA) as adopted by the Uniform Law Commission.
  • It creates and codifies Colorado’s implementation of the UAPMNA’s pre-merger notification requirements and related confidentiality, storage, and enforcement provisions.

Key provisions and changes

Definitions

  • Adds a new definition: “Uniform Antitrust Pre-Merger Notification Act,” referencing the national model act approved for enactment across states.

Filing requirements and timing

  • A party must file a complete electronic copy of the Hart-Scott-Rodino (HSR) pre-merger notification with the Colorado Attorney General (AG) no later than one business day after filing the federal HSR form (i.e., contemporaneous with or shortly after federal filing, but the Colorado filing must occur within one business day thereafter).
  • The AG must provide a secure mechanism to receive and store the materials submitted under this act.

Confidentiality and inter-state cooperation

  • The AG may share information with other states that have enacted the UAPMNA or a substantially equivalent act, provided the other state’s law includes comparable confidentiality protections and assurances to maintain confidentiality.
  • When information is shared with another state, Colorado must be assured that the other state will protect the confidentiality of the documents or information.

Destruction/retention of materials

  • The AG must destroy or return the materials submitted under the act within 120 days after:
    • the close of the transaction subject to disclosure, or
    • the conclusion of any legal proceedings directly related to the transaction, whichever is later.
  • This destruction/return is subject to any court order or other law.

Penalties and due process

  • Before imposing civil penalties for noncompliance with filing requirements, the AG must provide written notice and allow a 3-business-day cure period.
  • The civil penalties may be assessed for noncompliance, at a rate of up to $10,000 per day (as a daily penalty), with applicable due process procedures.

Effective date

  • The act takes effect 12:01 a.m. on the day after the 90th day following final adjournment of the 2026 legislative session (roughly August 2026, depending on adjournment). If a referendum petition is filed, the act would take effect only if approved by voters in the November 2026 general election; otherwise, it takes effect on the stated post-adjournment date.

Who/what is affected

  • Businesses and entities engaged in mergers or acquisitions that trigger the HSR pre-merger notification thresholds, as well as their counsel, must comply with Colorado-specific filing requirements.
  • The Colorado Attorney General’s Office is the recipient, custodian, and potential enforcer of these filings, with a new secure system to receive/store data.
  • Interstate coordination: other states with similar acts may exchange information with Colorado under the reciprocal provisions, subject to confidentiality assurances.

Procedural and timeline aspects

  • Contemporaneous filing: HSR form must be filed with Colorado AG within one business day after federal filing.
  • Confidentiality framework: cross-state information sharing requires protections; shared documents must be kept confidential by recipient states.
  • Retention/destruction timeline: materials must be destroyed or returned within 120 days after the transaction close or related legal proceedings conclude.
  • Penalty process: before civil penalties can be assessed, the AG must issue a written notice and allow a 3-business-day cure period.
  • Effective date: generally August 2026 (subject to session adjournment timing); potential voter-approval delay if a referendum is filed.

Overall impact

HB 1427 modernizes Colorado’s antitrust pre-merger notification regime to align with national standards, enhances confidentiality and inter-state cooperation, clarifies enforcement procedures, and establishes a defined retention/destruction timeline for submitted materials. It imposes a formal, time-bound process for penalties and creates secure handling requirements for sensitive information.

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

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