ARTICLE
30 July 2025

Colorado's Uniform Antitrust Pre-Merger Notification Act

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Davis Graham

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Davis Graham, one of the Rocky Mountain region’s preeminent law firms, serves clients nationally and internationally, with a strong focus on corporate finance and governance, mergers and acquisitions, natural resources, environmental law, real estate, and complex litigation. Our lawyers have extensive experience working with companies in the energy, mining, technology, hospitality, private equity, and asset management industries. As the exclusive member firm in Colorado for Lex Mundi, the world’s leading network of independent law firms, DGS has access to in-depth experience in 125+ countries worldwide.
On June 4, 2025, Colorado Governor Jared Polis signed SB 25-126, the Uniform Antitrust Pre-Merger Notification Act (the "Colorado Act"), into law. It is expected to take effect on August 6, 2025.
United States Colorado Antitrust/Competition Law

On June 4, 2025, Colorado Governor Jared Polis signed SB 25-126, the Uniform Antitrust Pre-Merger Notification Act (the "Colorado Act"), into law. It is expected to take effect on August 6, 2025. The Colorado Act requires certain parties that submit filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") to submit copies of their respective HSR forms to the Colorado Attorney General (the "AG"). Although the AG may not charge a fee in connection with the pre-merger notification requirement, failure to submit the required filings to the AG can result in civil penalties of up to $10,000 for each day of noncompliance. While the Colorado legislature previously adopted notice requirements for certain healthcare transactions, the Colorado Act broadens the scope of mandatory pre-merger filings to all industries.

Who is Required to File?

The Colorado Act requires a "person" who submits an HSR filing to file a complete electronic copy of the HSR form with the AG if:

  • the person has its principal place of business in Colorado, or
  • the person, or any person it directly or indirectly controls, had annual net sales in Colorado of the goods or services involved in the transaction of at least 20% of the HSR filing threshold (with the current HSR threshold of $126.4 million, the Colorado threshold amounts to $25.28 million).

The Colorado Act defines a "person" as an individual, estate, business or nonprofit entity, government or governmental subdivision, agency, or instrumentality, or other legal entity. The Act provides no specific guidance on the meaning or calculation of "annual net sales" or "goods or services involved in the transaction." However, as noted in the comments to the Uniform Law Commission's Uniform Antitrust Pre-Merger Notification Act on which the Colorado Act is modeled, (i)annual net sales from income statements is a widely utilized measure of economic activity borrowed from the regulations under the HSR Act and (ii)"goods or services involved in the transaction" is intended to limit the filing obligation to circumstances where the filing party's economic activity in the state is in the same business category as assets involved in the acquisition.

What Documents are Required?

All required filers must submit a copy of their HSR filing. Additionally, in certain circumstances, filers must submit all documents filed with the HSR form or submit such documentary material at the request of the AG. The filed information is exempt from disclosure under the Colorado Open Records Act, and the AG may not make public or disclose information relevant to the filing such as the HSR form, any documentary materials, the fact that materials have been filed with the AG, or the proposed transaction. However, the AG is authorized to disclose the information to federal agencies and attorneys general of other states that have enacted the Uniform Law Commission's Uniform Antitrust Pre-Merger Notification Act or substantially similar legislation having comparable confidentiality protections, or as part of any administrative or judicial proceeding.

Other Similar Bills Across the Nation

The Colorado Act is one of many bills across the nation modeled on the Uniform Antitrust Pre-Merger Notification Act. California, Hawaii, Nevada, Utah, Washington DC, West Virginia, and New York have introduced bills based on the Uniform Act and, in some cases, have proposed to significantly expand the scope of the Uniform Act. The state of Washington has passed its own pre-merger notification law that becomes effective on July 27, 2025.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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