The federal Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires certain persons who intend to engage in certain mergers or acquisitions to file a notification with the Federal Trade Commission and the United States Department of Justice. (15 U.S.C. § 18a) Under existing law, a person who is required to file such a notification for any transaction involving any assets of a group practice or health carrier in this State is required to simultaneously submit a copy of the filing to the Attorney General. (NRS 598A.400) This bill enacts the Uniform Antitrust Pre-Merger Notification Act promulgated by the Uniform Law Commission in 2024, which, in general, requires certain additional persons who are required to file a notification under the Hart-Scott-Rodino Act to file that same notification with the Attorney General contemporaneously with the federal filing.
Sections 2-11 of this bill define terms for the purposes of the Uniform Act. Section 12 of this bill requires a person who files a notification pursuant to the Hart-Scott-Rodino Act to file a copy of the federal notification form with the Attorney General if: (1) the person has its principal place of business in this State; or (2) the person or a person it controls directly or indirectly had a certain amount of annual net sales of certain goods or services in this State. Section 12 also requires a person to file with the Attorney General a complete electronic copy of any additional documentary material provided with the federal filing: (1) contemporaneously with the federal filing, for a person with its principal place of business in this State; and (2) on request of the Attorney General, for a person who meets the annual net sales threshold. Section 12 further prohibits the Attorney General from charging a fee for such filings. Section 15 of this bill authorizes the Attorney General to seek imposition of a civil penalty if a person fails to submit the required filings and additional documentary material.
Sections 13 and 19 of this bill, in general, make such filings confidential subject to certain exceptions. Sections 13 and 14 of this bill authorize limited disclosures for investigatory and law enforcement purposes, including: (1) subject to a protective order entered by an agency, court or judicial officer; (2) to the attorney general of another state which has enacted the Uniform Act or an equivalent act with equivalent confidentiality provisions; and (3) to certain federal agencies. Section 16 of this bill requires a court to consider the promotion of uniformity of the law among jurisdictions that enact the Uniform Act in applying and construing the provisions of the Act.
Existing law requires a person who is a party to certain reportable health care or health carrier transactions to file a notification with the Attorney General at least 30 days before the consummation of the transaction. (NRS 598A.390) Section 17 of this bill provides that the requirement for notification is satisfied if the person is required to file a copy of a filing regarding the transaction with the Attorney General pursuant to section 12 and does so.
Section 18 of this bill specifies that the provisions of existing law requiring a person to simultaneously submit to the Attorney General a notification required by the Hart-Scott-Rodino Act for a transaction involving any assets of a group practice or health carrier in this State apply only if the person is not otherwise required to file a copy of the notification with the Attorney General pursuant to the provisions of section 12.