April 16, 2025

States Expand Premerger Filings Family by Adopting “Baby-HSR” Laws to Review More Transactions

Kimberley Biagioli, Beau Buffier, Lindsey Edwards, Miata Eggerly, Jamillia Ferris, Remi Korenblit, Evan Moore, Maureen Ohlhausen, Taylor Owings, Aayush Patel, Ross Tanaka

Wilson Sonsini Goodrich & Rosati

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In a growing trend, states are requiring more premerger filings by enacting “baby-HSR” laws modeled after the federal Hart-Scott-Rodino (HSR) Act. These state-level statutes require parties to certain mergers and acquisitions to make an informational filing and, in certain cases, observe a waiting period before a transaction can be completed. While most state-specific laws have been limited to transactions involving the health care sector, Washington state is now the first state to expand their health care provider-focused statute to also capture transactions across all industries where one of the parties has its principal place of business located in the state or has significant annual sales in the state. The law goes into effect on July 27, 2025.¹ Other states may follow suit to require filings in connection with transactions across all industries based on a similar “nexus” with the state.

These developments follow the trend of states becoming more involved in antitrust review of transactions, and we expect more deals will face substantive inquiries from state-level enforcers, even when the FTC and DOJ clear a deal within thirty days. It will be important to plan your deal timing based on an assessment of which of these baby-HSR statutes apply and the expected level of state-level regulatory interest in the transaction.

Washington’s SB 5122: The First “Uniform Premerger Notification Act”

Washington’s adoption of SB5122 makes it the first state to enact the Uniform Premerger Notification Act, a model law proposed by the Uniform Law Commission (ULC), an organization that drafts model legislation for states. The ULC’s Model Law leverages the federal HSR process to ensure that a state attorney general (AG) receives early notice of significant transactions involving in-state entities. As in the Model Law, Washington’s SB 5122 requires parties to submit a copy of their HSR filing to the Washington AG if the parties have their principal place of business in Washington or if their in-state annual net sales of the goods or services involved in the transaction exceed 20 percent of the HSR filing threshold (currently $126.4 million). In keeping with states’ interest in health care transactions, SB 5122 also incorporates Washington’s health care transaction reporting statute, RCW 19.390.040, to remind parties that are health care “provider or provider organizations” under that statute to submit a copy of their HSR filings with the state even if they do not meet the industry agnostic criteria mandating notification.

By piggybacking on federal HSR filings, Washington’s SB 5122 minimizes the initial procedural burden for parties to HSR reportable transactions. Additionally, under SB 5122 and the Model Law, Washington’s AG cannot require payment of a filing fee or impose a mandatory waiting period before the parties can complete the transaction. Non-compliance by parties can nonetheless result in a civil penalty of up to $10,000 per day under the Model Law and SB 5122. In contrast, many states’ health care specific statutes, including Washington’s, impose mandatory waiting periods before parties can close and separate penalties for non-compliance. Therefore, any healthcare-related business in Washington should be mindful of their obligations under both of Washington’s merger statutes.

Snapshot of State “Baby-HSR Laws (as of April 2025)

As states continue to signal their interest in being involved in merger review, several legislatures, including California, Colorado, Hawaii, Nevada, Utah, West Virginia, and the District of Columbia have also introduced their own statutes to implement the Uniform Premerger Notification Act.² The Model Law includes a reciprocity provision that allows state AGs in states that have adopted the Model Law to share HSR filings and supplementary information amongst themselves. The new federal HSR form also includes a voluntary waiver for federal enforcers to share HSR filings and information with state AGs. Therefore, these proposed statutes based on the Model Law, if adopted in other states, will support increased antitrust coordination amongst states and between federal and state antitrust enforcers in the near future.

Parties contemplating transactions, especially transactions involving any party that provides healthcare related products or services, should familiarize themselves with the growing number of baby-HSR laws to avoid delays in their merger clearance process. Fifteen states have active laws requiring pre-transaction notification (and in some cases approval) for certain healthcare-related M&A. Unlike the Model Law, statutes targeting healthcare transactions have imposed a wide range of notice timelines, reporting requirements, and filing thresholds or triggers. The chart provided in the Appendix offers a state-by-state summary of the current landscape of Baby-HSR statutes.

Conclusion

Parties to M&A transactions will need to consider state specific pre-merger notification requirements, particularly for transactions in health care industries and now also involving parties with significant business in Washington state (and potentially in other states as similar laws may be adopted in the future). As state legislatures expand their merger enforcement tools, state antitrust enforcers have emphasized that they intend to use their new powers to intervene if a transaction poses competitive harm to their states’ residents. At a panel titled “State Antitrust Enforcement on the Rise” at the recent ABA Antitrust Spring Meeting, Elizabeth Odette, chair of the National Association of Attorneys General Antitrust Committee, warned “ignore state attorneys general at your own peril.” With state AGs increasingly vigilant, engaging antitrust counsel to navigate state merger reviews is a critical part of deal strategy.

Appendix (Chart of “Baby-HSR” Laws by State)

State	Law/Code	Requirements	Filing Threshold	Waiting Period
California	Cal. Health & Safety Code §§ 127500 et seq. (OHCA)	Requires healthcare entities to notify the state’s Office of Health Care Affordability (OHCA) of any transaction resulting in a “material change” in control or ownership.	At least one party has annual revenues ≥ $25 million (or ≥ $10 million with a partner generating $25 million+) or involves a health professional shortage area.	90 days pre-closing for covered deals.
California	California Corporate Code § 14700 et seq. (CA AG Office)	Requires a “retail grocery firm” or “retail drug firm” to provide notice to the California AG.	Acquiring party must have submitted HSR filing or be acquiring more than 20 firms.	180 days before closing.
Colorado	Colo. Rev. Stat. § 6-19-101 et seq.	Report any covered transaction involving a licensed hospital (generally defined as a transfer 50 percent or more of a hospital's assets) to the Colorado AG. Different review procedures apply depending on whether the hospital is nonprofit or for-profit, but all hospital mergers or acquisitions meeting the 50 percent asset threshold must be pre-noticed to the state.	Applies to any hospital transfer meeting the 50 percent asset threshold.	60 days prior to closing.
Connecticut	Conn. Gen. Stat. § 19a-486i et seq.	Requires notice of any material change in control involving hospitals or group practices. Parties to a merger or affiliation involving a hospital, hospital system, or a large physician group must provide written notice to the Connecticut AG.	Includes any transaction already HSR reportable as well as smaller healthcare deals involving a physician group acquisition or hospital affiliation that results in a significant change to the provider’s structure or ownership.	30 days before the effective date. A separate post-closing notice to the state Office of Health Strategy is also required.
Hawaii	Haw. Rev. Stat. § 323D-71 et seq.	Notice and approval required for transactions transferring ownership or a controlling interest in a hospital. Any person acquiring 20 percent or more ownership or control of a hospital (or a 50 percent or greater controlling interest) must provide notice and obtain approval from the state Health Planning and Development Agency and AG.	Acquiring 20 percent or more ownership or control of a hospital in Hawaii.	90 days before closing.
Illinois	Public Act 103-0526, 740 Ill. Comp. Stat. 10/7.2A	Requires parties to any merger, acquisition, or affiliation involving healthcare facilities or provider organizations to notify the Illinois AG’s office.	If all parties are Illinois-based, parties must report regardless of deal size. If an out-of-state party is involved, notice is required if that party generates $10 million+ in annual patient revenue in Illinois.	30 days before closing.
Indiana	IC 25-1-8.5	Compels an Indiana “health care entity” involved in a merger or acquisition to provide notice to the Indiana AG if post-transaction the combined parties will $10 million+ in total assets. Definition of “health care entity” explicitly includes private equity firms and investors acquiring healthcare providers in Indiana.	$10 million asset threshold and captures private equity firms acquiring Indiana health providers.	Notify 90 days before closing.
Massachusetts	958 CMR 7.02 (Mass. Gen. Laws ch. 6D, § 13)	Any material transaction involving a hospital or provider organization (e.g. mergers, acquisitions, or clinical affiliations) must be reported to the Health Policy Commission for a cost and market impact review. The amended law, taking effect in April 2025, also covers transactions that significantly expand provider capacity, involve private equity investors, significant asset sales, and conversions to for-profit entities.	Covers mergers, acquisitions, and affiliations involving hospitals, management services organizations (MSOs), and provider organizations. For clinical affiliations, each provider organization must have each had annual net patient service revenue of $25 million or more in the preceding fiscal year.	Must notify 60 days in advance and cannot close until 30 days after the HMC issues its market impact report (if the HMC chose to study the transaction).
Minnesota	Minn. Stat. § 145D.01–.02	Two-tier pre-merger notice system for healthcare transactions, requiring filings based on annual revenues. In both cases, extensive information on the parties, their businesses, and the transaction must be submitted confidentially. Minnesota’s AG is even empowered to enjoin or unwind a large transaction for non-compliance or antitrust concerns. The law also aggregates multiple smaller acquisitions over a five-year period—preventing firms from evading review via serial minor transactions.	≥ $80 million in revenues for large deals; $10 million to $80 million for smaller deals.	60 days for large deals; 30 days for smaller deals.
Nevada	Nev. Rev. Stat. § 598A.290 et seq.	Notice of reportable healthcare transactions (generally involving healthcare providers or health insurers) must be given to the Nevada AG.	Significant Nevada presence based on specific revenue or asset thresholds.	30 days in advance.
New Mexico	Health Care Consolidation Oversight Act	Obtain approval from the New Mexico Office of Superintendent of Insurance for transactions involving New Mexico hospitals.	Applies to transactions involving hospitals only.	120 days before closing.
New York	N.Y. Public Health Law § 4550 et seq.	Requires written notice to the New York Department of Health for “material transactions” by health care entities, which includes physician practices, management services organization (MSOs), provider-sponsored organizations, and health insurance plans.	Material transactions that increase gross in-state revenues by $25 million or more.	30 days before closing.
Oregon	Or. Rev. Stat. §§ 415.500 et seq.	Requires healthcare entities to notify and obtain approval from the Oregon Health Authority (OHA) for covered material change transactions. A “material change transaction” is broadly defined and includes mergers, acquisitions, or affiliations involving hospitals, health systems, insurers, or large physician groups that exceed specified size or revenue criteria (defined in OHA rules). The parties must not close the deal until OHA completes a Cost and Market Impact Review and formally approves the transaction, potentially with conditions. Oregon’s law, effective since 2022, is one of the most stringent – it is a notice, review, and approval model with a 180-day potential review period.	At least one party had average revenue (nationwide) of $25 million or more in the preceding three fiscal years and another party had an average revenue of at least $10 million in the preceding three fiscal years.	180 days before closing, but OHA has the discretion to expedite and also “stop the clock” for incomplete filings or requests for information during the process.
Rhode Island	R.I. Gen. Laws § 23-17.14-1 et seq.	Prior notice and approval required for any conversion or acquisition of a hospital, whether nonprofit or for-profit. Parties must provide notice to the Department of Health (DOH) and the AG.	Applies to any ownership or control transfer of hospitals.	30 days for notice, 180 days for final decision from Rhode Island AG and DOH.
Vermont	18 Vt. Stat. Ann. §§ 9405b, 9405c	Healthcare organizations must notify the Vermont’s healthcare regulator, Green Mountain Care Board, of any material change in operations or ownership at least 90 days prior to closing.	Includes mergers, acquisitions, or affiliations involving hospitals, insurance carriers, or provider groups.	90 days prior to closing.
Washington	Wash. Rev. Code §§ 19.390.010 et seq.	Report any merger, acquisition, or contracting affiliation that results in a material change to a healthcare system. Under SB5122, a healthcare deal that triggers a federal HSR filing will now satisfy the state’s notice obligation by sending the HSR copy to the AG, but purely local transactions below the HSR size still must follow the original 60-day notice rule.	Covers transactions among hospitals and provider organizations with ≥ $10 million in revenue from Washington patients.	60 days before closing.
Washington	SB 5122	A party filing a federal HSR form is required to contemporaneously send a copy of the HSR form to the Washington AG	Copy of HSR required if: a) The party has its principal place of business in Washington b) The party or another entity controlled by the party has annual net sales in WA of at least 20 percent of HSR threshold; OR c) The party meets the definition of “provider” or “provider organization” under RCW 19.390.020.	No waiting period.

^[1]SB 5122 Washington State Legislature.

^[2] ULC Antitrust Premerger Notification Act Tracker.

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