Bass, Berry & Sims attorney Luke Smith spoke on a panel at the American Bar Association’s (ABA) 2025 Antitrust Spring Meeting offering insights about the new Hart-Scott-Rodino (HSR) rules that took effect in February 2025 and how companies can navigate the merger filing requirements at both the state and federal levels. The ABA Antitrust Law Section posted a recap of the panel discussion in late May.
When asked about state-law merger enforcement mechanisms, Luke explained “that 15 states have notification laws for healthcare transactions—some of which apply only to hospitals, while others apply to any kind of healthcare provider (potentially including retail pharmacies). As with the HSR Act, in many states, the merging parties must file notice and observe a statutory waiting period before closing. While most of these state statutes do not include a fine for failure to file, many states maintain the ability to unwind a transaction for failure to file—an even harsher result for the merging parties.”
From the state enforcement perspective, especially for healthcare transactions, Luke recommended that companies should “Have a spreadsheet that lists the states’ requirements. Create a standard information request for both sides. Figure out the timeline of what information should be provided when, and take this into account early in the process so there are no surprises later in the deal.”
The full article, “Not Your Parents’ HSR Regime: Practical Guidance from the ABA Antitrust Spring Meeting,” was published by the ABA’s Antitrust Law Section on May 28 and is available online (subscription required).