State Attorneys Debate Unfair Regulations in Pre-Merger Legal Laws
In a thought-provoking article published in The National Law Journal, White & Case partner Rahul Rao discusses the potential impact of state adoption of the Uniform Antitrust Pre-Merger Notification Act (UAPNA) on the Mergers and Acquisitions (M&A) process.
According to Rao, the UAPNA may lead to increased enforcement activity by state attorneys general. This is due to the fact that states are increasingly investing in antitrust enforcement alongside federal agencies.
One of the key features of the UAPNA is the provision of early notification to state attorneys general at the time of the federal premerger notification filing. This allows states to assess and intervene in mergers even if federal agencies decline to act. This represents a substantive material change from prior processes, as it gives states an early-entry opportunity to scrutinize transactions and potentially intervene independently.
Moreover, the UAPNA supports increased coordination and information sharing among states and between states and federal agencies, streamlining state-level reviews. As a result, M&A parties face greater regulatory scrutiny from multiple jurisdictions simultaneously, potentially increasing complexity and timing considerations in the deal process.
The article highlights that this impact is part of a growing movement by states such as Washington and Colorado, which have already enacted laws modeled on UAPNA, requiring parties to notify state attorneys general concurrently with their federal filings.
Rahul Rao, the author of the article, specializes in Antitrust/Competition, Litigation, Life Sciences and Healthcare, Technology, Consumer & Retail, and Private Capital. His service areas include North America and the United States.
Enforcement was already happening before the adoption of the Uniform Act, but Rao explains that the Act positions states to receive early notice of mergers concurrently with federal agencies, enabling them to act if the Federal Trade Commission (FTC) and Department of Justice (DOJ) choose not to challenge a merger. This represents a shift because states gain an early-entry opportunity to scrutinize transactions and potentially intervene independently, reflecting a broader trend of increasing state antitrust enforcement.
For more information, please contact your local media contact. The National Law Journal published this insightful article, providing valuable insights into the changing landscape of M&A regulation.
- Rahul Rao, a partner at White & Case, raises concerns about the potential impact of state adoption of the Uniform Antitrust Pre-Merger Notification Act (UAPNA) on the Mergers and Acquisitions (M&A) process.
- According to Rao, state attorneys general may increase enforcement activity due to state investment in antitrust enforcement along with federal agencies.
- Under the UAPNA, states are granted early notification at the time of the federal premerger notification filing, allowing them to interfere in mergers even if federal agencies decline to act.
- The UAPNA supports increased coordination and information sharing among states and between states and federal agencies, often leading to M&A parties facing greater regulatory scrutiny from multiple jurisdictions at once.
- Rao, who specializes in Antitrust/Competition, Litigation, Life Sciences and Healthcare, Technology, Consumer & Retail, and Private Capital, highlights the growing movement by states like Washington and Colorado to adopt laws modeled on UAPNA, requiring parties to notify state attorneys general concurrently with their federal filings.
- The National Law Journal published an insightful article by Rao, detailing the changing landscape of M&A regulation and its potential financial and legal implications for businesses.
