SB218 - Enacts the Uniform Antitrust Pre-Merger Notification Act. (BDR 52-938)

(Reprinted with amendments adopted on April 21, 2025) FIRST REPRINT S.B. 218 - *SB218_R1* SENATE BILL NO. 218–SENATOR OHRENSCHALL FEBRUARY 19, 2025 ____________ Referred to Committee on Commerce and Labor SUMMARY—Enacts the Uniform Antitrust Pre-Merger Notification Act. (BDR 52-938) FISCAL NOTE: Effect on Local Government: No. Effect on the State: No. ~ EXPLANATION – Matter in bolded italics is new; matter between brackets [omitted material] is material to be omitted. AN ACT relating to unfair trade practices; enacting the Uniform Antitrust Pre-Merger Notification Act; and providing other matters properly relating thereto. Legislative Counsel’s Digest: The federal Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires 1 certain persons who intend to engage in certain mergers or acquisitions to file a 2 notification with the Federal Trade Commission and the United States Department 3 of Justice. (15 U.S.C. § 18a) Under existing state law, a person who is required to 4 file such a notification for any transaction involving any assets of a group practice 5 or health carrier in this State is required to simultaneously submit a copy of the 6 filing to the Attorney General. (NRS 598A.400) This bill enacts the Uniform 7 Antitrust Pre-Merger Notification Act promulgated by the Uniform Law 8 Commission in 2024, which, in general, requires certain additional persons who are 9 required to file a notification under the Hart-Scott-Rodino Act to file that same 10 notification with the Attorney General contemporaneously with the federal filing. 11 Sections 4-11 of this bill define terms for the purposes of the Uniform Act. 12 Section 12 of this bill requires a person who files a notification pursuant to the 13 Hart-Scott-Rodino Act to file a copy of the federal notification form with the 14 Attorney General if: (1) the person has its principal place of business in this State; 15 or (2) the person or a person it controls directly or indirectly had a certain amount 16 of annual net sales of certain goods or services in this State. Section 12 also 17 requires a person to file with the Attorney General a complete electronic copy of 18 any additional documentary material provided with the federal filing: (1) 19 contemporaneously with the federal filing, for a person with its principal place of 20 business in this State; and (2) on request of the Attorney General, for a person who 21 meets the annual net sales threshold. Section 12 further prohibits the Attorney 22 General from charging a fee for such filings. Section 15 of this bill authorizes the 23 Attorney General to seek imposition of a civil penalty if a person fails to submit the 24 required filings and additional documentary material. 25 Section 12 exempts certain gaming licensees and affiliates of such licensees 26 from the requirements of section 12. 27 – 2 – - *SB218_R1* Sections 13 and 19 of this bill, in general, make such filings confidential 28 subject to certain exceptions. Sections 13 and 14 of this bill authorize limited 29 disclosures for investigatory and law enforcement purposes, including: (1) subject 30 to a protective order entered by an agency, court or judicial officer; (2) to the 31 attorney general of another state which has enacted the Uniform Act or an 32 equivalent act with equivalent confidentiality provisions; and (3) to certain federal 33 agencies. Section 16 of this bill requires a court to consider the promotion of 34 uniformity of the law among jurisdictions that enact the Uniform Act in applying 35 and construing the provisions of the Uniform Act. 36 Existing law requires a person who is a party to certain reportable health care or 37 health carrier transactions to file a notification with the Attorney General at least 30 38 days before the consummation of the transaction. (NRS 598A.390) Section 17 of 39 this bill provides that the requirement for notification is satisfied if the person is 40 required to file a copy of a filing regarding the transaction with the Attorney 41 General pursuant to section 12 and does so. 42 Section 18 of this bill specifies that the provisions of existing law requiring a 43 person to simultaneously submit to the Attorney General a notification required by 44 the Hart-Scott-Rodino Act for a transaction involving any assets of a group practice 45 or health carrier in this State apply only if the person is not otherwise required to 46 file a copy of the notification with the Attorney General pursuant to the provisions 47 of section 12. 48 THE PEOPLE OF THE STATE OF NEVADA, REPRESENTED IN SENATE AND ASSEMBLY, DO ENACT AS FOLLOWS: Section 1. Title 52 of NRS is hereby amended by adding 1 thereto a new chapter to consist of the provisions set forth as 2 sections 2 to 16, inclusive, of this act. 3 Sec. 2. This chapter may be cited as the Uniform Antitrust 4 Pre-Merger Notification Act. 5 Sec. 3. As used in this chapter, unless the context otherwise 6 requires, the words and terms defined in sections 4 to 11, 7 inclusive, of this act have the meanings ascribed to them in those 8 sections. 9 Sec. 4. “Additional documentary material” means the 10 additional documentary material filed with a Hart-Scott-Rodino 11 form. 12 Sec. 5. “Electronic” means relating to technology having 13 electrical, digital, magnetic, wireless, optical, electromagnetic or 14 similar capabilities. 15 Sec. 6. “Filing threshold” means the minimum size of a 16 transaction that requires the transaction to be reported under the 17 Hart-Scott-Rodino Act in effect when a person files a pre-merger 18 notification. 19 Sec. 7. “Hart-Scott-Rodino Act” means section 201 of the 20 Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. 21 § 18a, as amended. 22 – 3 – - *SB218_R1* Sec. 8. “Hart-Scott-Rodino form” means the form filed with 1 a pre-merger notification, excluding additional documentary 2 material. 3 Sec. 9. “Person” means an individual, estate, business or 4 nonprofit entity, government or governmental subdivision, agency 5 or instrumentality or other legal entity. 6 Sec. 10. “Pre-merger notification” means a notification filed 7 under the Hart-Scott-Rodino Act with the Federal Trade 8 Commission or the United States Department of Justice Antitrust 9 Division, or a successor agency. 10 Sec. 11. “State” means a state of the United States, the 11 District of Columbia, Puerto Rico, the United States Virgin 12 Islands or any other territory or possession subject to the 13 jurisdiction of the United States. 14 Sec. 12. 1. Except as otherwise provided in subsection 5, a 15 person filing a pre-merger notification shall file 16 contemporaneously a complete electronic copy of the Hart-Scott- 17 Rodino form with the Attorney General if: 18 (a) The person has its principal place of business in this State; 19 or 20 (b) The person or a person it controls directly or indirectly had 21 annual net sales in this State of the goods or services involved in 22 the transaction of at least 20 percent of the filing threshold. 23 2. A person that files a form under paragraph (a) of 24 subsection 1 shall include with the filing a complete electronic 25 copy of the additional documentary material. 26 3. On request of the Attorney General, a person that filed a 27 form under paragraph (b) of subsection 1 shall provide a complete 28 electronic copy of the additional documentary material to the 29 Attorney General not later than 7 days after receipt of the request. 30 4. The Attorney General may not charge a fee connected with 31 filing or providing the form or additional documentary material 32 under this section. 33 5. The provisions of this section do not apply to a licensee or 34 an affiliate of a licensee. As used in this subsection: 35 (a) “Affiliate” has the meaning ascribed to it in NRS 463.0133. 36 (b) “Licensee” has the meaning ascribed to it in 37 NRS 463.0171. 38 Sec. 13. 1. Except as otherwise provided in subsection 3 or 39 section 14 of this act, the Attorney General may not make public 40 or disclose: 41 (a) A Hart-Scott-Rodino form filed under section 12 of this 42 act; 43 (b) The additional documentary material filed or provided 44 under section 12 of this act; 45 – 4 – - *SB218_R1* (c) A Hart-Scott-Rodino form or additional documentary 1 material provided by the attorney general of another state; 2 (d) That the form or the additional documentary material were 3 filed or provided under section 12 of this act or provided by the 4 attorney general of another state; or 5 (e) The merger proposed in the form. 6 2. A form, additional documentary material and other 7 information listed in subsection 1 are exempt from disclosure 8 under chapter 239 of NRS. 9 3. Subject to a protective order entered by an agency, court or 10 judicial officer, the Attorney General may disclose a form, 11 additional documentary material or other information listed in 12 subsection 1 in an administrative proceeding or judicial action if 13 the proposed merger is relevant to the proceeding or action. 14 4. This chapter does not: 15 (a) Limit any other confidentiality or information-security 16 obligation of the Attorney General; 17 (b) Preclude the Attorney General from sharing information 18 with the Federal Trade Commission or the United States 19 Department of Justice Antitrust Division, or a successor agency; 20 or 21 (c) Preclude the Attorney General from sharing information 22 with the attorney general of another state that has enacted the 23 Uniform Antitrust Pre-Merger Notification Act or a substantively 24 equivalent act. The other state’s act must include confidentiality 25 provisions at least as protective as the confidentiality provisions of 26 the Uniform Antitrust Pre-Merger Notification Act. 27 Sec. 14. 1. The Attorney General may disclose a Hart- 28 Scott-Rodino form and additional documentary material filed or 29 provided under section 12 of this act to the attorney general of 30 another state that enacts the Uniform Antitrust Pre-Merger 31 Notification Act or a substantively equivalent act. The other state’s 32 act must include confidentiality provisions at least as protective as 33 the confidentiality provisions of the Uniform Antitrust Pre-Merger 34 Notification Act. 35 2. At least 2 business days before making a disclosure under 36 subsection 1, the Attorney General shall give notice of the 37 disclosure to the person filing or providing the form or additional 38 documentary material under section 12 of this act. 39 Sec. 15. The Attorney General may seek imposition of a civil 40 penalty of not more than $10,000 per day of noncompliance on a 41 person that fails to comply with subsection 1, 2 or 3 of section 12 42 of this act. A civil penalty imposed under this section is subject to 43 procedural requirements applicable to the Attorney General, 44 including the requirements of due process. 45 – 5 – - *SB218_R1* Sec. 16. In applying and construing the provisions of this 1 chapter, a court shall consider the promotion of uniformity of the 2 law among jurisdictions that enact the Uniform Antitrust Pre- 3 Merger Notification Act. 4 Sec. 17. NRS 598A.390 is hereby amended to read as follows: 5 598A.390 1. Except as otherwise provided in subsection 2, 6 any person conducting business in this State who is a party to a 7 reportable health care or health carrier transaction shall, at least 30 8 days before the consummation of the reportable health care or health 9 carrier transaction, submit to the Attorney General a notification on 10 a form prescribed by the Attorney General. The notification must 11 contain the following information, to the extent such information is 12 applicable: 13 (a) A brief description of the nature of the proposed relationship 14 among the parties to the proposed reportable health care or health 15 carrier transaction; 16 (b) The names and specialties of each practitioner working for 17 the group practice that is the subject of the reportable health care or 18 health carrier transaction and who is anticipated to work with the 19 resulting group practice following the effective date of the 20 transaction; 21 (c) The names of the business entities that are anticipated to 22 provide health care services or health carrier services following the 23 effective date of the reportable health care or health carrier 24 transaction; 25 (d) An identification of each anticipated location where health 26 care services or health carrier services are to be provided following 27 the effective date of the reportable health care or health carrier 28 transaction; 29 (e) A description of the services to be provided by practitioners 30 at each location identified pursuant to paragraph (d); and 31 (f) The primary service area to be served by each location 32 identified pursuant to paragraph (d). 33 2. If a person who is a party to a reportable health care or 34 health carrier transaction is required to: 35 (a) Submit a copy of a filing to the Attorney General pursuant to 36 NRS 598A.400 regarding the transaction, the copy of the filing 37 submitted pursuant to NRS 598A.400 satisfies the requirement for 38 notification pursuant to subsection 1. 39 (b) Submit a notification to the Commissioner of Insurance 40 pursuant to NRS 692C.363 regarding the transaction, the person 41 may satisfy the requirement for notification pursuant to subsection 1 42 by simultaneously submitting to the Attorney General a copy of the 43 notification submitted to the Commissioner of Insurance. 44 – 6 – - *SB218_R1* (c) File a copy of a filing with the Attorney General pursuant 1 to section 12 of this act regarding the transaction, the copy of the 2 filing filed pursuant to section 12 of this act satisfies the 3 requirement for submitting a notification pursuant to 4 subsection 1. 5 Sec. 18. NRS 598A.400 is hereby amended to read as follows: 6 598A.400 1. Any person conducting business in this State 7 that files a notification with the Federal Trade Commission or the 8 United States Department of Justice pursuant to the Hart-Scott- 9 Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a 10 regarding a transaction that involves any assets of a group practice 11 or health carrier in this State and who is not otherwise required to 12 file a copy of the notification with the Attorney General pursuant [Text truncated for display. Full text available on LegiScan.]