Committed Capital
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Committed Capital
Sidecar: The State Mini-HSR Wave – What Dealmakers Need to Know
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Will your next deal trigger a state “mini-HSR” (Hart-Scott-Rodino) filing? In this episode of Committed Capital Sidecar, Dechert partner James Fishkin unpacks the rise of state mini-HSR premerger filing laws under the Uniform Antitrust Premerger Notification Act – who must file, the key nexus thresholds and what materials must be submitted. He spotlights Washington and Colorado’s early adoption, outlines civil penalties for noncompliance and shares practical guidance for dealmakers on coordinating multi-state filings and managing state attorneys general review risk.
Welcome to Dechert's Committed Capital. This is an episode of Sidecar, a special bite-sized discussion of the latest market issues.
James Fishkin:Hello, and welcome to Committed Capital Sidecar, Dechert's series of bite-sized podcast episodes giving quick updates on developments affecting private equity. I'm James Fishkin, a partner in Dechert's antitrust group based in Washington, D.C. Today we're covering the rise of state "mini-HSR" filing requirements - what are they, why they're gaining traction and how they may affect deal timing and antitrust risk. By HSR, I'm referring to the Hart-Scott-Rodino premerger filings with the Federal Trade Commission and the Department of Justice. First, let's start with a quick distinction. State mini-HSR statutes are industry-agnostic - that is, they apply across all sectors. By contrast, state health care notification laws are limited to health care deals, and they vary by state. So, how did we get here? In short, states want direct visibility into mergers that impact their jurisdictions. Because HSR filings aren't shared with state attorneys general absent party waivers, states have historically had limited insight into transactions that may affect local markets. The new laws address that gap and reflect an increased willingness by states to investigate and, if warranted, challenge transactions. In 2024 the Uniform Law Commission published the Uniform Antitrust Premerger Notification Act. That's the formal name for what we're calling the state mini-HSR Act. This act creates a process for state attorneys general to receive copies of the HSR forms and related materials filed with the Federal Trade Commission and the Department of Justice, if a proposed transaction has a sufficient nexus to the state. So what is a "sufficient nexus"? A filing is required in the state if the HSR filer has its principal place of business in that state, or together with any entities it directly or indirectly controls, has annual in state net sales of the goods or services involved in the transaction of at least 20% of the then current minimum HSR filing threshold. With the annually adjusted HSR filing thresholds effective February 17, 2026, that 20% figure equals$26.78 million, and that's 20% of the $133.9 million minimum HSR threshold for 2026. If only one party to a transaction meets those requirements, only that party needs to submit their HSR form, the other party does not. Which states have adopted the Uniform Antitrust Premerger Notification Act, or what we call the mini-HSR Act? Two
states have enacted the new law:Washington in July 2025, and Colorado in August 2025. The Washington law goes a step further and requires notification of HSR-notified transactions involving a healthcare provider or organization conducting business in Washington, even if the other two thresholds are not met. So, for example, if a healthcare provider in the state of Washington has less than the$26.78 million, they would still need to file under the mini state act in Washington. Bills similar to the Uniform Antitrust Premerger Notification Act have been introduced, though not yet enacted, in California, Hawaii, Nevada, Utah, West Virginia and the District of Columbia. We expect more states to follow. What do parties have to submit under the mini-HSR Act? The short answer, all HSR filers must submit copies of their HSR form to the state AG - there are no additional state-specific submissions under the act itself. In addition, HSR filers required to file based on having its principal place of business in that state will also be required to submit all of the HSR attachments submitted with the HSR form, which includes business documents. HSR filers that are required to file based on in-state net sales (as opposed to the principal place of business requirement) must also submit attachments to their HSR form within seven days of receiving a request from the state AG. There are no filing fees under the mini-HSR Act. Regarding confidentiality and reciprocity provisions, state AGs must keep HSR forms and accompanying materials confidential and exempt from public records requests. Disclosure is permitted only by a court order. That is, you know, if there's a protective order. AGs, however, may share information with the FTC, DOJ or another state that has enacted the same act or a substantively similar law and agrees to maintain the same confidentiality protections. The state AGs may request additional information, but unlike the federal HSR process, a mini-HSR Act does not authorize a state AG to extend the waiting period. There is no waiting period subject to an extension under the mini-HSR Act. Now, when are parties required to file and are there penalties for failure to file? The HSR form must be made concurrently with the federal HSR filing. Failure to file can result in civil penalties of up to $10,000 per day per state. If a party should have filed in two states, that exposure can reach up to$20,000 per day, and potential fines will scale as more states enact mini-HSR laws. What's the practical impact on deals and dealmakers? First, these laws give state attorneys general the information they need to open investigations that the FTC or DOJ may not pursue. That can introduce delay or enforcement risk, especially where local jobs or economic impacts are implicated, like plan closures of manufacturing facilities or retail locations, even if the broader deal economics remain attractive. So, what should dealmakers do? First, assess early whether party triggers state nexus thresholds and where mini-HSR filings will be required. Build a multi-state filing calendar to ensure concurrent submissions with the HSR filing and to manage deadlines and filing confirmations. Anticipate potential state inquiries and factor them into timing and closing risk. Address state-review risk in merger agreements - consider closing conditions, drop-dead, dates, cooperation covenants and risk allocation provisions. And, importantly, prepare a state-focused advocacy plan, including proactive engagement where local competitive effects or employment issues may be front of mind for state AGS. Thank you for joining me today. If you found this discussion helpful, please reach out to me or your usual Dechert contacts with any specific questions.
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