On Aug. 6, Colorado became the second state to enact the Uniform Antitrust Premerger Notification Act (APNA), following Washington earlier this year. Under the APNA, a person making a Hart-Scott-Rodino (HSR) filing on or after the effective date of the act must provide a copy of its federal submission to that state’s attorney general if the notified transaction has a sufficient nexus to the state.
Here are some key of the highlights of Colorado’s version of the APNA.
Who Must File
An HSR-reporting party must contemporaneously furnish a copy of its HSR filing to the Colorado Attorney General (AG) if: (i) it has its principal place of business in Colorado; (ii) it or a person it controls had net sales in Colorado of the goods or services involved in the transaction equal to or greater than 20% of the current HSR size-of-transaction threshold ($25.28 million for 2025).
What Gets Filed
The Colorado filing must include a copy of the HSR form. The additional documents filed with HSR form must also be filed with the Colorado AG: (i) with the initial Colorado filing if the filing party has its principal place of business in Colorado or (ii) upon request by the Colorado AG.
Other Key Notes
- No Waiting Period, No Fee. There is no separate waiting period under the APNA. The notified transaction may close once the federal waiting period has expired. There is also no state filing fee.
- Penalties. Non-compliance can trigger civil penalties of up to $10,000 per day.
- Confidentiality. Filings are protected from public disclosure except under very limited circumstances.
Miles & Stockbridge’s corporate lawyers are available to answer questions about the new requirements or for assistance integrating state filings into your transaction strategy.
Opinions and conclusions in this post are solely those of the author unless otherwise indicated. The information contained in this blog is general in nature and is not offered and cannot be considered as legal advice for any particular situation. The author has provided the links referenced above for information purposes only and by doing so, does not adopt or incorporate the contents. Any federal tax advice provided in this communication is not intended or written by the author to be used, and cannot be used by the recipient, for the purpose of avoiding penalties which may be imposed on the recipient by the IRS. Please contact the author if you would like to receive written advice in a format which complies with IRS rules and may be relied upon to avoid penalties.
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