Uniform Antitrust Pre-Merger Notification Update

0 HOUSE BILL 26-1427

BY REPRESENTATIVE(S) Espenoza, Bacon, Carter, Duran; also SENATOR(S) Snyder, Marchman, Coleman.

CONCERNING UPDATES TO THE "UNIFORM ANTITRUST PRE-MERGER NOTIFICATION ACT" APPROVED BY THE UNIFORM LAW COMMISSION.

Be it enacted by the General Assembly of the State of Colorado:

SECTION 1. In Colorado Revised Statutes, 6-4.5-102, add (9) as follows: 6-4.5-102. Definitions. In this article 4.5: (9) "UNIFORM ANTITRUST PRE-MERGER NOTIFICATION ACT" MEANS THE "UNIFORM ANTITRUST PRE-MERGER NOTIFICATION ACT" APPROVED ANO RECOMMENDED FOR ENACTMENT IN ALL THE STATES BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS.

SECTION 2. In Colorado Revised Statutes, 6-4.5-103, amend (a) introductory portion and (d); and add (e) as follows:

Capital letters or bold & italic numbers indicate new material added to existing law; dashes through words or numbers indicate deletions from existing law and such material is not part of the act.

6-4.5-103. Filing requirement. (a)

A

person filing a pre-merger notification shall file contempotaneously a complete electronic copy of the Hart-Scott-Rodino form with the attorney general NOT LATER THAN ONE BUSINESS DA y AFTER FILING OF THE PRE-MERGER NOTIFICATION if:

(d) The attorney general may not charge a fee connected with filing or providing the fur m or additional documentary material under this section THE ATTORNEY GENERAL SHALL PROVIDE A SECURE MEANS TO RECEIVE AND STORE THE MATERIALS REQUIRED TO BE SUBMITTED TO THE ATTORNEY GENERAL BY THIS SECTION. ( e) THE ATTORNEY GENERAL MAY NOT CHARGE A FEE CONNECTED WITH FILING OR PROVIDING THE FORM OR ADDITIONAL DOCUMENTARY MATERIAL UNDER THIS SECTION.

SECTION 3. In Colorado Revised Statutes, 6-4.5-104, amend (d)(3); and add (e) as follows: 6-4.5-104. Confidentiality. ( d) This article 4.5 does not: (3) Preclude the attorney general from sharing information with the attorney general of another state that has enacted the "Uniform Antitrust Pre-Merger Notification Act" or a substantively equivalent act. The other state's act must include confidentiality provisions at least as protective as the confidentiality provisions of the "Uniform Antitrust Pre-Merger Notification Act", AND THE OTHER STATE MUST PROVIDE ASSURANCES TO THE

ATTORNEY

GENERAL

THAT

IT

AGREES

TO

MAINTAIN

THE

CONFIDENTIALITY OF THE DOCUMENTS OR INFORMATION RECEIVED. (e) EXCEPT AS OTHERWISE PROVIDED BY COURT ORDER OR OTHER LAW, THE ATTORNEY GENERAL SHALL DESTROY OR RETURN THE MATERIALS SUBMITTED PURSUANT TO SECTION 6-4.5-103 NOT LATER THAN ONE HUNDRED TWENTY DAYS AFTER THE LATER OF:

(1) THECLOSEOFTHETRANSACTIONSUBJECTTODISCLOSUREUNDER

SECTION 6-4.5-103; OR (2) THE CONCLUSION OF ANY LEGAL PROCEEDINGS DIRECTLY RELATED TO THE TRANSACTION SUBJECT TO DISCLOSURE UNDER SECTION 6-4.5-103. SECTION 4. In Colorado Revised Statutes, amend 6-4.5-105 as follows: 6-4.5-105. Reciprocity.

(a) The attorney general may disclose a Hart-Scott-Rodino form and additional documentary material filed or provided under section 6-4.5-103 to the attorney general of another state that enacts the "Uniform Antitrust Pre-Merger Notification Act" or a substantively equivalent act. The other state's act must include confidentiality provisions at least as protective as the confidentiality provisions of the "Uniform Antitrust Pre-Merger Notification Act", AND THE OTHER STATE MUST PROVIDE ASSURANCES TO THE ATTORNEY GENERAL THAT IT AGREES TO MAINTAIN THE CONFIDENTIALITY OF THE DOCUMENTS OR INFORMATION RECEIVED. (b) At least two FIVE business days before making a disclosure under subsection (a) of this section, the attorney general shall give notice of the disclosure to the person filing or providing the form or additional documentary material under section 6-4.5-103. SECTION 5. In Colorado Revised Statutes, amend 6-4.5-106 as follows: 6-4.5-106. Civil penalty.

AFTER WRITTEN NOTICE AND A THREE-BUSINESS DAY PERIOD TO CURE, the attorney general may seek imposition of a civil penalty of not more than ten thousand dollars per day of noncompliance on a person that fails to comply with section 6-4.5-103 (a), (b), or (c). A civil penalty imposed under this section is subject to procedural requirements applicable to the attorney general, including the requirements of due process. SECTION 6. Act subject to petition - effective date. This act takes effect at 12:01 a.m. on the day following the expiration of the

ninety-day period after final adjournment of the general assembly (August 12, 2026, if adjournment sine die is on May 13, 2026); except that, if a referendum petition is filed pursuant to section 1 (3) of article V of the state constitution against this act or an item, section, or part of this act within such period, then the act, item, section, or part will not take effect unless approved by the people at the general election to be held in November 2026 and, in such case, will take effect on the date of the official declaration of the vote thereon by the governor.

Julie McCluskie SPEAKER OF THE HOUSE OF REPRESENTATIVES

James Rashad Coleman, Sr. PRESIDENT OF THE SENATE

Vanessa Reilly CHIEF CLERK OF THE HOUSE OF REPRESENTATIVES

Esther van Mourik SECRETARY OF THE SENATE

APPROVED on Thursday June 4th 2026 at 12:30pm (Date and Time)

Jared S. Polis GOVERNOR OF THE STATE OF COLORADO