USA Law and Practice Contributed by: Bradley Justus, Lisl Dunlop, Josh Jowdy and Sandhya Taneja, Axinn
ceuticals, professional services, retail industries, and food, whereas the DOJ typically investigates mergers relating to media and entertainment, telecommunica - tions, insurance, aerospace, financial services, and agriculture. In other industries, such as digital plat - forms, responsibility is less clear and the decision about which agency will review a transaction can be more complex. States Several states have introduced pre-merger notifica - tion laws, many focused on transactions in the health - care sector. In 2024, the Uniform Laws Commission published a model Uniform Antitrust Pre-Merger Notification Act (UAPNA) which, if enacted by a state, provides for filing an HSR filing with the state if state-specific jurisdictional thresholds are met. As of 2026, Wash - ington, Colorado and California have enacted state notification laws modelled after UAPNA, and several other states and the District of Columbia have similar legislation pending. The purpose of UAPNA laws is to ensure that states potentially affected by a transaction receive access to HSR filings contemporaneously with the FTC and DOJ and avoid the need for the parties to give confidentiality waivers. A growing number of US states have enacted or pro - posed healthcare transaction notification and approv - al laws that require advanced notice to state attorneys general, health departments or other state agencies, even if those transactions are not reportable under the HSR Act. The thresholds, covered entities and filing requirements differ by state. Courts To delay closing of a proposed merger, the Agencies must obtain preliminary injunctive relief from a federal district court. To block a transaction, the DOJ must seek a final injunction from a federal district court, while the FTC proceeds through its Part 3 administra - tive court process. Although the FTC retains its author - ity to pursue Part 3 proceedings, challenges are often litigated primarily through requests for preliminary injunctive relief in federal district court. State Attor - neys General frequently join the Agencies in federal district court actions, and in some cases have brought
independent actions in state courts. Private parties, including customers and competitors, may also chal - lenge mergers in federal courts. Private enforcement actions, however, are relatively rare.
2. Jurisdiction 2.1 Notification
If the transaction meets the jurisdictional thresholds of the HSR Act and does not qualify for an exemption, the parties must each submit a pre-merger notification form and observe the HSR waiting period. The parties must file their HSR Forms with both Agencies. 2.2 Failure to Notify Failure to comply with the requirements of the HSR Act may result in civil penalties of up to USD54,540 per day. The FTC adjusts the maximum HSR civil penalty annually for inflation. In settlements of FTC claims, parties are rarely penalised with the maximum amount. Historically, the FTC has had an informal “one free pass” practice and generally has not sought civil penalties for a party’s first inadvertent violation if that party self-reports the violation, makes a corrective fil - ing, and provides a detailed explanation of the circum - stances that contributed to their failure to file. The FTC routinely seeks penalties of hundreds of thousands or millions of dollars in cases where the FTC suspects bad faith or a party is a repeat offender. The HSR Act requires that parties to certain merg - ers or acquisitions notify the Agencies prior to clos - ing the proposed transaction. HSR filing requirements apply to transactions involving the acquisition of vot - ing securities, assets or non-corporate interests that meet certain jurisdictional thresholds. See 2.5 Juris- 2.3 Types of Transactions HSR-Reportable Transactions
dictional Thresholds . Internal Restructuring
To be HSR reportable, a transaction must result in a transfer of beneficial ownership of voting securities, assets or non-corporate interests from one ultimate parent entity to a different ultimate parent entity. See
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