In September, the Uniform Law Commission adopted the Uniform Antitrust Pre-Merger Notification Act. The ULC does not, of course, actually enact any laws, it merely drafts and promotes laws that it would like to see made uniform among the fifty states. The ULC has been in existence for over century and some of its uniform acts have become widely established, if not entirely uniform. For example, the ULC teamed up with the American Law Institute in the 1940s to create the Uniform Commercial Code, which has been enacted, with many variations, by every state.
Pennsylvania was the first state to adopt the UCC and California may soon be the first state to adopt the Uniform Antitrust Pre-merger Notification Act with the introduction on December 2, 2024 of SB 25. If enacted, SB 25 will require certain filers of pre-merger notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 also to file their notifications with the California Attorney General. An HSR filer would be subject to this requirement:
- Its principal place of business is in California, or
- The person or a person it controls directly or indirectly had annual net sales in California of the goods or services involved in the transaction of at least 20 percent of the filing threshold.
If enacted, this requirement would apply to premerger notifications filed on or after January 1, 2026.
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