Description
In the last several years, a growing number of states have enacted or are considering enacting various legislative and regulatory changes that would increase antitrust scrutiny for a variety of business transactions. These state-level regulations share similarities with the federal Hart-Scott-Rodino Act (HSR Act) in that they require parties to certain transactions to notify and seek clearance from state authorities prior to closing their transactions.Â
To date, 15 states, including California and New York, have HSR-like notice regimes. While almost all of these laws are specifically directed at healthcare transactions, state antitrust scrutiny already extends to other sectors, and it is expected that new laws will require notice of non-healthcare transactions in the future.Â
To encourage states to impose transaction notice requirements that are consistent with existing federal HSR obligations, in July 2024, the Uniform Law Commission (ULC) approved the Uniform Antitrust Pre-Merger Notification Act. The Act is intended as model legislation for states to use to implement pre-merger filing regimes and, according to the ULC, creates a simple, non-burdensome mechanism for state attorneys general to receive access to HSR filings at the same time and under the same confidentiality obligations as the federal agencies.
State antitrust laws add an additional layer of regulatory requirements for merging parties to consider, and they are expected to increase transaction timelines, costs, and risks. It is imperative that counsel and merging parties comply with state antitrust requirements as failure to do so may result in substantial fines or enforcement actions.Â
Listen as our panel of antitrust experts reviews the current framework of state antitrust laws and provides guidance for navigating state-specific merger notification regimes.Â
Presented By
Mr. Leff is an antitrust litigator, trial lawyer, and strategic advisor. As a former state assistant attorney general, he draws on his experience litigating complex, high-profile antitrust cases for clients involved in or anticipating litigation as both plaintiffs and defendants. Mr. Leff also counsels and advocates for companies seeking antitrust regulatory approval for mergers, acquisitions, and innovative business deals. He joined the firm from the Massachusetts Attorney General's Office (AGO), where he served in the Office's Antitrust Division. In that role, he worked hand-in-hand with enforcers from the U.S. Department of Justice (DOJ), the Federal Trade Commission (FTC), and the attorney general offices of nearly every U.S. state and territory to investigate and litigate merger, monopolization, and cartel matters.
Mr. Taeschler is an experienced litigator and antitrust lawyer. He leverages his private practice and Federal Trade Commission experience to advise and represent clients on all aspects of antitrust law across a diverse range of industries. Mr. Taeschler’s varied practice covers class action litigation, competitor litigation, merger reviews and investigations, conduct investigations, and antitrust counseling. He represents clients spanning several industries, including the technology, healthcare, sports, pharmaceutical, financial services, automotive, and optical industries. Prior to joining the firm, Mr. Taeschler was an attorney with the FTC Bureau of Competition, where he investigated horizontal and vertical mergers as well as other business conduct. In addition, he serves as an adjunct professor at Brooklyn Law School.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Thursday, May 29, 2025
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Overview: the role states play in antitrust enforcement
II. Analyzing the interplay between state and federal antitrust laws
III. Comparing current and proposed state antitrust laws: similarities and differences
IV. States with high risk areas of enforcement
V. Uniform Law Commission's Uniform Antitrust Pre-Merger Notification Act
VI. Recommendations and strategies for evaluating the implications of state-specific merger notification regimes to ensure transactional compliance
The panel will discuss these and other key considerations:
- What are the current trends and developments in state and federal antitrust enforcement?
- What are common similarities and notable differences between current and proposed state antitrust laws?
- What are the parameters of the Uniform Antitrust Pre-Merger Notification Act, and if adopted by states, how will this model legislation impact premerger filing requirements?
- How should counsel and parties engaged in mergers and acquisitions prepare for increased scrutiny under new state-level antitrust laws?
