On April 4, Washington became the first state to enact the Uniform Antitrust Premerger Notification Act (APNA). Under the APNA, a person making a Hart-Scott-Rodino (HSR) filing on or after July 27, 2025 must provide a copy of its federal submission to the Washington attorney general if the notified transaction has a sufficient nexus to the state.
Here are some key takeaways as you plan upcoming transactions.
Who Must File
An HSR-reporting party must contemporaneously furnish a copy of its HSR filing to the Washington AG if it: (i) has its principal place of business in Washington; (ii) had net sales in Washington 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); or (iii) is a health care provider or organization doing business in the state. Only the parties that meet one of these prongs must file.
What Gets Filed
The initial submission includes the HSR form itself. All other documents included in the HSR filing are required only of parties headquartered in Washington, although the AG may request the additional documents from any filer within seven days.
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; however, Washington may share them with the Federal Trade Commission, the U.S. Department of Justice and the attorneys general of other states that adopt comparable legislation.
- Wider State Scrutiny. The APNA gives the Washington AG real-time visibility into all qualifying HSR deals, and positions the agency to launch parallel investigations on the same timetable as federal enforcers. Colorado has enacted an almost identical statute (effective Aug.6), and other jurisdictions — including California, D.C., Nevada, Utah, West Virginia, Hawaii and New York — are considering similar bills. As more states join, multistate coordination and challenges are likely to increase.
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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