On April 4, 2025, Washington became the first state to enact a law requiring a general pre-merger notification of HSR-reportable deals to state enforcers, regardless of industry. Washington Governor Bob Ferguson signed Senate Bill 5122 (“SB 5122”) into law and adopted the Uniform Antitrust Pre-Merger Notification Act,1 which incorporates certain provisions of the federal Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”). Parties to certain HSR-reportable transactions with a sufficient nexus to the state of Washington will now be required to share filings made to the Federal Trade Commission and Department of Justice with the Washington Office of the Attorney General (“Washington AG”).
While a growing number of states, including Washington, have previously adopted healthcare-specific “mini-HSR” laws requiring pre-merger notification for qualifying transactions (see Goodwin’s resource on healthcare regimes for more information), the Washington regime is noteworthy given its general applicability to all HSR-reportable deals, creating a new regulatory burden for a much wider array of transactions. Despite its broader applicability, the new notification is expected to be less burdensome than corresponding healthcare mini-HSR filings, as the Washington law requires less information and does not create any additional waiting periods. As detailed below, several other states have pending legislation to implement similar filing regimes for HSR-reportable deals.
Effective as of July 27, 2025, SB 5122 requires parties to transactions with filing obligations under the HSR Act to also submit a copy of their HSR filings to the Washington AG if certain conditions are met:
1. A party has its principal place of business in Washington;
2. A party, or an entity it controls, had net sales in Washington of at least 20% of the HSR “size of transaction” threshold2 in the most recent year; or
3. A party is a “provider or provider organization,” as defined in the existing statute governing certain healthcare transactions in Washington.3
Depending on which criteria are met, submissions to the Washington AG may also require submission of HSR documentary materials such as Transaction-Related Documents and the new category of documents, Plans & Reports.4 Filing fees are not required, and the regime is non-suspensory, meaning that parties are not required to observe a waiting period during the pendency of the Washington AG’s review. However, failure to provide notice under the Washington law can result in civil penalties up to $10,000 per day of non-compliance.
Additionally, this new regime expressly permits the Washington AG to provide a party’s HSR filing and additional materials required in connection with the notification to attorney generals of other states, so long as a state has passed a similar Uniform Antitrust Premerger Notification Act “or a substantively equivalent act.” As noted above, this represents a growing trend, as the Uniform Antitrust Pre-Merger Notification Act has now been introduced in Colorado,5 California,6 Hawaii,7 Nevada,8 Utah,9 West Virginia,10 and Washington D.C.11 New York is also considering a similar statute.12 The Washington law’s reciprocity provision creates the possibility of additional scrutiny in an expanding network of regulators.
Transacting parties will now need to consider state level notification requirements in Washington if they have significant annual sales or maintain their principal place of business in the state. Further, additional state legislatures are expected to pass similar laws later this year. SB 5122 is reflective of the increased scrutiny of M&A activity at the state level, which was previously focused primarily on healthcare transactions. Transacting parties need to be mindful of such laws and ensure compliance in this evolving regulatory landscape to avoid fines and unnecessary regulatory scrutiny.
[1] See https://www.uniformlaws.org/committees/community-home?communitykey=6bf5d101-d698-4c72-b7c1-0191302a6a95. The Uniform Law Commission (ULC) is a non-profit association comprised of state commissions on uniform laws from each state. The ULC began drafting the model statute in 2023, aiming to “[improve] the efficiency of the state merger review process for all parties and [enhance] certainty for businesses.” The ULC produced a final version in fall 2024, and Washington, along with several other states, introduced legislation based on the model statute shortly thereafter.
[2] The HSR thresholds adjust annually. See https://www.ftc.gov/enforcement/premerger-notification-program/current-thresholds. The current HSR size of transaction threshold is $126.4 million, making the Washington sales threshold $25.3 million.
[3] See https://app.leg.wa.gov/RCW/default.aspx?cite=19.390.030.
[4] See Goodwin’s alert on the HSR rule changes: https://www.goodwinlaw.com/en/insights/publications/2024/10/alerts-practices-antc-ftc-and-doj-finalize-major-changes
[5] http://leg.colorado.gov/bills/sb25-126
[6] https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=202520260SB25
[7] https://www.capitol.hawaii.gov/session/measure_indiv.aspx?billtype=SB&billnumber=348&year=2025
[8] https://www.leg.state.nv.us/App/NELIS/REL/83rd2025/Bill/12306/Overview
[9] https://le.utah.gov/~2025/bills/static/HB0466.html
[10] http://www.wvlegislature.gov/bill_status/bills_history.cfm?input=2110&year=2025&sessiontype=rs&btype=bill
[11] https://lims.dccouncil.gov/Legislation/B26-0030
[12] https://www.nysenate.gov/legislation/bills/2025/A2015
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