A Bill for an Act
Page 1, Line 101Concerning the "Uniform Antitrust Pre-Merger
Page 1, Line 102Notification Act".
Bill Summary
(Note: This summary applies to this bill as introduced and does not reflect any amendments that may be subsequently adopted. If this bill passes third reading in the house of introduction, a bill summary that applies to the reengrossed version of this bill will be available at http://leg.colorado.gov/.)
Colorado Commission on Uniform State Laws. The bill enacts the "Uniform Antitrust Pre-Merger Notification Act", drafted by the Uniform Law Commission. The bill:
- Requires a person filing a pre-merger notification with the federal government under the federal "Hart-Scott-Rodino Act" that has its principal place of business in the state or directly or indirectly has annual net sales in the state of at least 20% of the filing threshold to contemporaneously file with the state attorney general complete electronic copies of the Hart-Scott-Rodino form and any additional documentary material that are filed with the pre-merger notification;
- Requires the attorney general to keep the filed form and documentary materials confidential, subject to specified exceptions; and
- Authorizes the attorney general to impose a civil penalty of not more than $10,000 per day on any person that fails to comply with the filing requirement.
Page 2, Line 1Be it enacted by the General Assembly of the State of Colorado:
Page 2, Line 2SECTION 1. In Colorado Revised Statutes, add article 4.5 to title 6 as follows:
Page 2, Line 3ARTICLE 4.5
Uniform Antitrust Pre-Merger Notification Act
Page 2, Line 46-4.5-101. Short title.This article 4.5 may be cited as the "Uniform Antitrust Pre-Merger Notification Act".
Page 2, Line 56-4.5-102. Definitions.In this article 4.5:
Page 2, Line 6(1) "Additional documentary material" means the
Page 2, Line 7additional documentary material filed with a Hart-Scott-Rodino form.
Page 2, Line 8(2) "Electronic" means relating to technology having
Page 2, Line 9electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
Page 2, Line 10(3) "Filing threshold" means the minimum size of a
Page 2, Line 11transaction that requires the transaction to be reported under
Page 2, Line 12the Hart-Scott-Rodino Act in effect when a person files a pre-merger notification.
Page 2, Line 13(4) "Hart-Scott-Rodino Act" means section 201 of the
Page 3, Line 1"Hart-Scott-Rodino Antitrust Improvements Act of 1976", 15 U.S.C. sec. 18 (a).
Page 3, Line 2(5) "Hart-Scott-Rodino form" means the form filed with
Page 3, Line 3a pre-merger notification, excluding additional documentary material.
Page 3, Line 4(6) "Person" means an individual, estate, business or
Page 3, Line 5nonprofit entity, government or governmental subdivision, agency, or instrumentality, or other legal entity.
Page 3, Line 6(7) "Pre-merger notification" means a notification filed
Page 3, Line 7under the Hart-Scott-Rodino Act with the federal trade
Page 3, Line 8commission or the United States department of justice antitrust division, or a successor agency.
Page 3, Line 9(8) "State" means a state of the United States, the
Page 3, Line 10District of Columbia, Puerto Rico, the United States Virgin
Page 3, Line 11Islands, or any other territory or possession subject to the jurisdiction of the United States.
Page 3, Line 126-4.5-103. Filing requirement. (a) A person filing a
Page 3, Line 13pre-merger notification shall file contemporaneously a
Page 3, Line 14complete electronic copy of the Hart-Scott-Rodino form with the attorney general if:
Page 3, Line 15(1) The person has its principal place of business in this state; or
Page 3, Line 16(2) The person or a person it controls directly or
Page 3, Line 17indirectly had annual net sales in this state of the goods or
Page 3, Line 18services involved in the transaction of at least twenty percent of the filing threshold.
Page 3, Line 19(b) A person that files a form under subsection (2)(a) of
Page 4, Line 1this section shall include with the filing a complete electronic copy of the additional documentary material.
Page 4, Line 2(c) On request of the attorney general, a person that
Page 4, Line 3filed a form under subsection (2)(a) of this section shall provide
Page 4, Line 4a complete electronic copy of the additional documentary
Page 4, Line 5material to the attorney general not later than seven days after receipt of the request.
Page 4, Line 6(d) The attorney general may not charge a fee connected
Page 4, Line 7with filing or providing the form or additional documentary material under this section.
Page 4, Line 86-4.5-104. Confidentiality. (a) Except as provided in
Page 4, Line 9subsection (c) of this section or section 6-4.5-105, the attorney general may not make public or disclose:
Page 4, Line 10(1) A Hart-Scott-Rodino form filed under section 6-4.5-103;
Page 4, Line 11(2) The additional documentary material filed or provided under section 6-4.5-103;
Page 4, Line 12(3) A Hart-Scott-Rodino form or additional documentary material provided by the attorney general of another state;
Page 4, Line 13(4) That the form or the additional documentary
Page 4, Line 14material were filed or provided under section 6-4.5-103 or provided by the attorney general of another state; or
Page 4, Line 15(5) The merger proposed in the form.
Page 4, Line 16(b) A form, additional documentary material, and other
Page 4, Line 17information listed in subsection (a) of this section are exempt
Page 4, Line 18from disclosure under the "Colorado Open Records Act", part
Page 4, Line 192 of article 72 of title 24.
Page 5, Line 1(c) Subject to a protective order entered by an agency,
Page 5, Line 2court, or judicial officer, the attorney general may disclose a
Page 5, Line 3form, additional documentary material, or other information
Page 5, Line 4listed in subsection (a) of this section in an administrative
Page 5, Line 5proceeding or judicial action if the proposed merger is relevant to the proceeding or action.
Page 5, Line 6(d) This article 4.5 does not:
Page 5, Line 7(1) Limit any other confidentiality or information-security obligation of the attorney general;
Page 5, Line 8(2) Preclude the attorney general from sharing
Page 5, Line 9information with the federal trade commission or the United
Page 5, Line 10States department of justice antitrust division, or a successor agency; or
Page 5, Line 11(3) Preclude the attorney general from sharing
Page 5, Line 12information with the attorney general of another state that
Page 5, Line 13has enacted the "Uniform Antitrust Pre-Merger Notification
Page 5, Line 14Act" or a substantively equivalent act. The other state's act
Page 5, Line 15must include confidentiality provisions at least as protective as
Page 5, Line 16the confidentiality provisions of the "Uniform Antitrust Pre-Merger Notification Act".
Page 5, Line 176-4.5-105. Reciprocity. (a) The attorney general may
Page 5, Line 18disclose a Hart-Scott-Rodino form and additional documentary
Page 5, Line 19material filed or provided under section 6-4.5-103 to the
Page 5, Line 20attorney general of another state that enacts the "Uniform
Page 5, Line 21Antitrust Pre-Merger Notification Act" or a substantively
Page 5, Line 22equivalent act. The other state's act must include
Page 5, Line 23confidentiality provisions at least as protective as the
Page 6, Line 1confidentiality provisions of the "Uniform Antitrust Pre-Merger Notification Act".
Page 6, Line 2(b) At least two business days before making a disclosure
Page 6, Line 3under subsection (a) of this section, the attorney general shall
Page 6, Line 4give notice of the disclosure to the person filing or providing
Page 6, Line 5the form or additional documentary material under section 6-4.5-103.
Page 6, Line 66-4.5-106. Civil penalty.The Attorney General may seek
Page 6, Line 7imposition of a civil penalty of not more than ten thousand
Page 6, Line 8dollars per day of noncompliance on a person that fails to
Page 6, Line 9comply with section 6-4.5-103 (a), (b), or (c). A civil penalty
Page 6, Line 10imposed under this section is subject to procedural requirements
Page 6, Line 11applicable to the attorney general, including the requirements of due process.
Page 6, Line 126-4.5-107. Uniformity of application and construction.In
Page 6, Line 13applying and construing this uniform act, a court shall consider
Page 6, Line 14the promotion of uniformity of the law among jurisdictions that enact it.
Page 6, Line 156-4.5-108. Transitional provision.This article 4.5 applies
Page 6, Line 16only to a pre-merger notification filed on or after the effective date of this article 4.5.
Page 6, Line 17SECTION 2. Act subject to petition - effective date. This act
Page 6, Line 18takes effect at 12:01 a.m. on the day following the expiration of the
Page 6, Line 19ninety-day period after final adjournment of the general assembly; except
Page 6, Line 20that, if a referendum petition is filed pursuant to section 1 (3) of article V
Page 6, Line 21of the state constitution against this act or an item, section, or part of this
Page 6, Line 22act within such period, then the act, item, section, or part will not take
Page 7, Line 1effect unless approved by the people at the general election to be held in
Page 7, Line 2November 2026 and, in such case, will take effect on the date of the official declaration of the vote thereon by the governor.