AN ACT Relating to enacting the uniform antitrust premerger notification act;
Summary
SB 5122 enacts Washington’s version of the Uniform Antitrust Premerger Notification Act. The bill requires certain parties to a merger or acquisition that already must file a federal Hart-Scott-Rodino (HSR) premerger notification to also submit a complete electronic copy of that filing, and any additional documentary material filed with it, to the Washington Attorney General when specified Washington business or sales thresholds are met. The measure also defines key terms, establishes when the notice requirement applies, and makes clear that the filing obligation is tied to transactions filed on or after the act’s effective date.
The bill gives the Attorney General authority to keep the submitted HSR materials and related information confidential, with limited exceptions. It allows disclosure in certain administrative or judicial proceedings, and permits sharing with federal antitrust agencies and with attorneys general in other states that have enacted substantially equivalent laws with comparable confidentiality protections. It also provides for reciprocal sharing of information from other states and authorizes civil penalties for noncompliance, subject to due process requirements.
Impact
SB 5122 would add a new chapter to Title 19 RCW and amend existing Washington statutes governing antitrust premerger notice to create a state-level copy-filing requirement for certain HSR-reportable transactions. In practice, it expands the Attorney General’s access to merger information involving businesses operating in Washington, while preserving confidentiality protections and limiting public disclosure. The bill affects merging parties, their counsel, and entities meeting the bill’s Washington nexus and filing-threshold criteria, and it aligns Washington with other states using the Uniform Antitrust Premerger Notification Act framework.
Sentiment
The bill appears to have received generally favorable but not unanimous support. It passed the Senate Committee on Law & Justice 5-3, the Senate floor 30-19, the House Committee on Civil Rights & Judiciary 8-5, and the House floor 59-39. Those vote margins suggest a majority view that the bill is a useful antitrust enforcement tool, but with meaningful opposition at both committee and floor stages.
Contention
The main points of contention likely centered on whether requiring state submission of federal merger filings would impose additional compliance burdens and whether the Attorney General should receive broad access to sensitive business information. Supporters likely viewed the bill as improving antitrust oversight, coordination with other states, and enforcement capacity. Opponents likely raised concerns about confidentiality, administrative burden, and the potential for state-level review to complicate merger transactions. The narrower committee and floor margins indicate those concerns were significant, even though the bill ultimately advanced.