As of July 27, 2025, federal Hart-Scott-Rodino (HSR) Act filings will also need to be submitted to the Washington Attorney General (WA OAG) under Washington State’s Antitrust Premerger Notification Act (APNA) if the parties have a certain minimum geographic nexus to Washington, regardless of industry.
Under APNA, parties will need to submit a copy of their HSR filing to the WA OAG at the same time as their submission to the US Federal Trade Commission (FTC) and US Department of Justice (DOJ) if they: (1) have a principal place of business in Washington; (2) generate in-state net revenues above specified thresholds (currently $25.28 million); or (3) provide healthcare services within the state. While APNA imposes civil penalties for failure to file, the new law does not require a filing fee and does not impose a waiting period that prevents the transaction from closing.
Colorado is set to enact a similar statute in August, and other states, including California and New York, also are considering their own notification requirements. Together, these developments increase the burden on companies to carefully evaluate all applicable merger notification requirements on both the federal and state level. Parties should give themselves more time for conducting regulatory diligence, identifying antitrust issues, and potentially engaging with federal and state regulators.
Who Files: Starting July 27, 2025, individuals and entities that file an HSR notification will need to submit their filing to the WA OAG if they are a “person” under APNA and have sufficient connections with the state of Washington.
The Filing: If the above thresholds are met, a party must provide a copy of its HSR form to the WA OAG. The HSR attachments (including the parties’ business documents) are submitted only if the party’s principal place of business is in Washington or if expressly requested by the WA OAG.
Timing: A filing to the WA OAG must be made concurrently with a submission to the FTC and DOJ. Unlike the HSR Act, APNA does not impose a waiting period that suspends closing.
Fees and Penalties: There is no filing fee under APNA. However, failure to comply with APNA may result in civil penalties of up to $10,000 per day of noncompliance.
Confidentiality: All filings and related materials are confidential under Washington’s Public Records Act. This includes the existence of the filing, the transaction itself, and all submitted documents. However, APNA allows information to be disclosed in certain circumstances, including with the FTC, DOJ, and attorneys general in other states with similar merger notification laws.
State antitrust laws have long given state attorneys general the authority to conduct their own merger investigations and participate in federal merger investigations, often in coordination with the FTC and DOJ.
However, Washington’s adoption of APNA reflects a broader movement among states to play an earlier, and more active role in merger enforcement. In July 2024, the Uniform Law Commission issued the Uniform Antitrust Pre-Merger Notification Act (Uniform Act). The Uniform Act requires parties who file an HSR notification to contemporaneously file an electronic copy with the state’s attorney general if it meets certain threshold requirements. Washington is the first state to enact legislation closely aligned with the Uniform Act. APNA allows the WA OAG to quickly access transaction-related information and position itself as an integral stakeholder in the review of transactions affecting the state.
Other states are following suit. On June 4, 2024, Colorado passed a similar statute, and several other jurisdictions—including California, New York, the District of Columbia, West Virginia, Hawaii, and Nevada—are currently considering comparable legislation. Some bills, including California's, are advancing, while others have not yet progressed.
These initiatives follow a trend of escalating oversight from states during the merger review process, particularly in consumer-facing sectors such as healthcare, where some state laws already impose industry-specific merger notification requirements. (See our prior Alert, “Navigating Healthcare Antitrust in the Biden Era,” for more information.)
Washington’s adoption of the Antitrust Premerger Notification Act demonstrates a shift in how states are approaching merger oversight, signaling that state attorneys general intend to play a more active and earlier role in antitrust enforcement. While the law imposes relatively modest procedural obligations, it reflects a growing trend of decentralized regulatory scrutiny that may add complexity to deal execution. Fund managers, strategic acquirers, and other deal participants should plan ahead by evaluating both federal and state merger notification requirements early in the transaction lifecycle and consulting with counsel. Washington may be just the first of several states to formalize its role in premerger review.