S.B. 218
- *SB218*
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 law, a person who is required to file 4
such a notification for any transaction involving any assets of a group practice or 5
health carrier in this State is required to simultaneously submit a copy of the filing 6
to the Attorney General. (NRS 598A.400) This bill enacts the Uniform Antitrust 7
Pre-Merger Notification Act promulgated by the Uniform Law Commission in 8
2024, which, in general, requires certain additional persons who are required to file 9
a notification under the Hart-Scott-Rodino Act to file that same notification with 10
the Attorney General contemporaneously with the federal filing. 11
Sections 2-11 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
Sections 13 and 19 of this bill, in general, make such filings confidential 26
subject to certain exceptions. Sections 13 and 14 of this bill authorize limited 27
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disclosures for investigatory and law enforcement purposes, including: (1) subject 28
to a protective order entered by an agency, court or judicial officer; (2) to the 29
attorney general of another state which has enacted the Uniform Act or an 30
equivalent act with equivalent confidentiality provisions; and (3) to certain federal 31
agencies. Section 16 of this bill requires a court to consider the promotion of 32
uniformity of the law among jurisdictions that enact the Uniform Act in applying 33
and construing the provisions of the Act. 34
Existing law requires a person who is a party to certain reportable health care or 35
health carrier transactions to file a notification with the Attorney General at least 30 36
days before the consummation of the transaction. (NRS 598A.390) Section 17 of 37
this bill provides that the requirement for notification is satisfied if the person is 38
required to file a copy of a filing regarding the transaction with the Attorney 39
General pursuant to section 12 and does so. 40
Section 18 of this bill specifies that the provisions of existing law requiring a 41
person to simultaneously submit to the Attorney General a notification required by 42
the Hart-Scott-Rodino Act for a transaction involving any assets of a group practice 43
or health carrier in this State apply only if the person is not otherwise required to 44
file a copy of the notification with the Attorney General pursuant to the provisions 45
of section 12. 46
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
Sec. 8. “Hart-Scott-Rodino form” means the form filed with 23
a pre-merger notification, excluding additional documentary 24
material. 25
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Sec. 9. “Person” means an individual, estate, business or 1
nonprofit entity, government or governmental subdivision, agency 2
or instrumentality or other legal entity. 3
Sec. 10. “Pre-merger notification” means a notification filed 4
under the Hart-Scott-Rodino Act with the Federal Trade 5
Commission or the United States Department of Justice Antitrust 6
Division, or a successor agency. 7
Sec. 11. “State” means a state of the United States, the 8
District of Columbia, Puerto Rico, the United States Virgin 9
Islands or any other territory or possession subject to the 10
jurisdiction of the United States. 11
Sec. 12. 1. A person filing a pre-merger notification shall 12
file contemporaneously a complete electronic copy of the Hart-13
Scott-Rodino form with the Attorney General if: 14
(a) The person has its principal place of business in this State; 15
or 16
(b) The person or a person it controls directly or indirectly had 17
annual net sales in this State of the goods or services involved in 18
the transaction of at least 20 percent of the filing threshold. 19
2. A person that files a form under paragraph (a) of 20
subsection 1 shall include with the filing a complete electronic 21
copy of the additional documentary material. 22
3. On request of the Attorney General, a person that filed a 23
form under paragraph (b) of subsection 1 shall provide a complete 24
electronic copy of the additional documentary material to the 25
Attorney General not later than 7 days after receipt of the request. 26
4. The Attorney General may not charge a fee connected with 27
filing or providing the form or additional documentary material 28
under this section. 29
Sec. 13. 1. Except as otherwise provided in subsection 3 or 30
section 14 of this act, the Attorney General may not make public 31
or disclose: 32
(a) A Hart-Scott-Rodino form filed under section 12 of this 33
act; 34
(b) The additional documentary material filed or provided 35
under section 12 of this act; 36
(c) A Hart-Scott-Rodino form or additional documentary 37
material provided by the attorney general of another state; 38
(d) That the form or the additional documentary material were 39
filed or provided under section 12 of this act or provided by the 40
attorney general of another state; or 41
(e) The merger proposed in the form. 42
2. A form, additional documentary material and other 43
information listed in subsection 1 are exempt from disclosure 44
under chapter 239 of NRS. 45
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3. Subject to a protective order entered by an agency, court or 1
judicial officer, the Attorney General may disclose a form, 2
additional documentary material or other information listed in 3
subsection 1 in an administrative proceeding or judicial action if 4
the proposed merger is relevant to the proceeding or action. 5
4. This chapter does not: 6
(a) Limit any other confidentiality or information-security 7
obligation of the Attorney General; 8
(b) Preclude the Attorney General from sharing information 9
with the Federal Trade Commission or the United States 10
Department of Justice Antitrust Division, or a successor agency; 11
or 12
(c) Preclude the Attorney General from sharing information 13
with the attorney general of another state that has enacted the 14
Uniform Antitrust Pre-Merger Notification Act or a substantively 15
equivalent act. The other state’s act must include confidentiality 16
provisions at least as protective as the confidentiality provisions of 17
the Uniform Antitrust Pre-Merger Notification Act. 18
Sec. 14. 1. The Attorney General may disclose a Hart-19
Scott-Rodino form and additional documentary material filed or 20
provided under section 12 of this act to the attorney general of 21
another state that enacts the Uniform Antitrust Pre-Merger 22
Notification Act or a substantively equivalent act. The other state’s 23
act must include confidentiality provisions at least as protective as 24
the confidentiality provisions of the Uniform Antitrust Pre-Merger 25
Notification Act. 26
2. At least 2 business days before making a disclosure under 27
subsection 1, the Attorney General shall give notice of the 28
disclosure to the person filing or providing the form or additional 29
documentary material under section 12 of this act. 30
Sec. 15. The Attorney General may seek imposition of a civil 31
penalty of not more than $10,000 per day of noncompliance on a 32
person that fails to comply with subsection 1, 2 or 3 of section 12 33
of this act. A civil penalty imposed under this section is subject to 34
procedural requirements applicable to the Attorney General, 35
including the requirements of due process. 36
Sec. 16. In applying and construing the provisions of this 37
chapter, a court shall consider the promotion of uniformity of the 38
law among jurisdictions that enact the Uniform Antitrust Pre-39
Merger Notification Act. 40
Sec. 17. NRS 598A.390 is hereby amended to read as follows: 41
598A.390 1. Except as otherwise provided in subsection 2, 42
any person conducting business in this State who is a party to a 43
reportable health care or health carrier transaction shall, at least 30 44
days before the consummation of the reportable health care or health 45
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carrier transaction, submit to the Attorney General a notification on 1
a form prescribed by the Attorney General. The notification must 2
contain the following information, to the extent such information is 3
applicable: 4
(a) A brief description of the nature of the proposed relationship 5
among the parties to the proposed reportable health care or health 6
carrier transaction; 7
(b) The names and specialties of each practitioner working for 8
the group practice that is the subject of the reportable health care or 9
health carrier transaction and who is anticipated to work with the 10
resulting group practice following the effective date of the 11
transaction; 12
(c) The names of the business entities that are anticipated to 13
provide health care services or health carrier services following the 14
effective date of the reportable health care or health carrier 15
transaction; 16
(d) An identification of each anticipated location where health 17
care services or health carrier services are to be provided following 18
the effective date of the reportable health care or health carrier 19
transaction; 20
(e) A description of the services to be provided by practitioners 21
at each location identified pursuant to paragraph (d); and 22
(f) The primary service area to be served by each location 23
identified pursuant to paragraph (d). 24
2. If a person who is a party to a reportable health care or 25
health carrier transaction is required to: 26
(a) Submit a copy of a filing to the Attorney General pursuant to 27
NRS 598A.400 regarding the transaction, the copy of the filing 28
submitted pursuant to NRS 598A.400 satisfies the requirement for 29
notification pursuant to subsection 1. 30
(b) Submit a notification to the Commissioner of Insurance 31
pursuant to NRS 692C.363 regarding the transaction, the person 32
may satisfy the requirement for notification pursuant to subsection 1 33
by simultaneously submitting to the Attorney General a copy of the 34
notification submitted to the Commissioner of Insurance. 35
(c) File a copy of a filing with the Attorney General pursuant 36
to section 12 of this act regarding the transaction, the copy of the 37
filing filed pursuant to section 12 of this act satisfies the 38
requirement for submitting a notification pursuant to 39
subsection 1. 40
Sec. 18. NRS 598A.400 is hereby amended to read as follows: 41
598A.400 1. Any person conducting business in this State 42
that files a notification with the Federal Trade Commission or the 43
United States Department of Justice pursuant to the Hart-Scott-44
Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a 45
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regarding a transaction that involves any assets of a group practice 1
or health carrier in this State and who is not otherwise required to 2
file a copy of the notification with the Attorney General pursuant 3
to section 12 of this act shall simultaneously submit a copy of the 4
filing to the Attorney General. 5
2. A person that submits a copy of a filing to the Attorney 6
General pursuant to subsection 1 satisfies the requirement for notice 7
set forth in NRS 598A.390. 8
Sec. 19. NRS 239.010 is hereby amended to read as follows: 9
239.010 1. Except as otherwise provided in this section and 10
NRS 1.4683, 1.4687, 1A.110, 3.2203, 41.0397, 41.071, 49.095, 11
49.293, 62D.420, 62D.440, 62E.516, 62E.620, 62H.025, 62H.030, 12
62H.170, 62H.220, 62H.320, 75A.100, 75A.150, 76.160, 78.152, 13
80.113, 81.850, 82.183, 86.246, 86.54615, 87.515, 87.5413, 14
87A.200, 87A.580, 87A.640, 88.3355, 88.5927, 88.6067, 88A.345, 15
88A.7345, 89.045, 89.251, 90.730, 91.160, 116.757, 116A.270, 16
116B.880, 118B.026, 119.260, 119.265, 119.267, 119.280, 17
119A.280, 119A.653, 119A.677, 119B.370, 119B.382, 120A.640, 18
120A.690, 125.130, 125B.140, 126.141, 126.161, 126.163, 126.730, 19
127.007, 127.057, 127.130, 127.140, 127.2817, 128.090, 130.312, 20
130.712, 136.050, 159.044, 159A.044, 164.041, 172.075, 172.245, 21
176.01334, 176.01385, 176.015, 176.0625, 176.09129, 176.156, 22
176A.630, 178.39801, 178.4715, 178.5691, 178.5717, 179.495, 23
179A.070, 179A.165, 179D.160, 180.600, 200.3771, 200.3772, 24
200.5095, 200.604, 202.3662, 205.4651, 209.392, 209.3923, 25
209.3925, 209.419, 209.429, 209.521, 211A.140, 213.010, 213.040, 26
213.095, 213.131, 217.105, 217.110, 217.464, 217.475, 218A.350, 27
218E.625, 218F.150, 218G.130, 218G.240, 218G.350, 218G.615, 28
224.240, 226.462, 226.796, 228.270, 228.450, 228.495, 228.570, 29
231.069, 231.1285, 231.1473, 232.1369, 233.190, 237.300, 30
239.0105, 239.0113, 239.014, 239B.026, 239B.030, 239B.040, 31
239B.050, 239C.140, 239C.210, 239C.230, 239C.250, 239C.270, 32
239C.420, 240.007, 241.020, 241.030, 241.039, 242.105, 244.264, 33
244.335, 247.540, 247.545, 247.550, 247.560, 250.087, 250.130, 34
250.140, 250.145, 250.150, 268.095, 268.0978, 268.490, 268.910, 35
269.174, 271A.105, 281.195, 281.805, 281A.350, 281A.680, 36
281A.685, 281A.750, 281A.755, 281A.780, 284.4068, 284.4086, 37
286.110, 286.118, 287.0438, 289.025, 289.080, 289.387, 289.830, 38
293.4855, 293.5002, 293.503, 293.504, 293.558, 293.5757, 293.870, 39
293.906, 293.908, 293.909, 293.910, 293B.135, 293D.510, 331.110, 40
332.061, 332.351, 333.333, 333.335, 338.070, 338.1379, 338.1593, 41
338.1725, 338.1727, 348.420, 349.597, 349.775, 353.205, 42
353A.049, 353A.085, 353A.100, 353C.240, 353D.250, 360.240, 43
360.247, 360.255, 360.755, 361.044, 361.2242, 361.610, 365.138, 44
366.160, 368A.180, 370.257, 370.327, 372A.080, 378.290, 378.300, 45
– 7 –
- *SB218*
379.0075, 379.008, 379.1495, 385A.830, 385B.100, 387.626, 1
387.631, 388.1455, 388.259, 388.501, 388.503, 388.513, 388.750, 2
388A.247, 388A.249, 391.033, 391.035, 391.0365, 391.120, 3
391.925, 392.029, 392.147, 392.264, 392.271, 392.315, 392.317, 4
392.325, 392.327, 392.335, 392.850, 393.045, 394.167, 394.16975, 5
394.1698, 394.447, 394.460, 394.465, 396.1415, 396.1425, 396.143, 6
396.159, 396.3295, 396.405, 396.525, 396.535, 396.9685, 7
398A.115, 408.3885, 408.3886, 408.3888, 408.5484, 412.153, 8
414.280, 416.070, 422.2749, 422.305, 422A.342, 422A.350, 9
425.400, 427A.1236, 427A.872, 427A.940, 432.028, 432.205, 10
432B.175, 432B.280, 432B.290, 432B.4018, 432B.407, 432B.430, 11
432B.560, 432B.5902, 432C.140, 432C.150, 433.534, 433A.360, 12
439.4941, 439.4988, 439.5282, 439.840, 439.914, 439A.116, 13
439A.124, 439B.420, 439B.754, 439B.760, 439B.845, 440.170, 14
441A.195, 441A.220, 441A.230, 442.330, 442.395, 442.735, 15
442.774, 445A.665, 445B.570, 445B.7773, 449.209, 449.245, 16
449.4315, 449A.112, 450.140, 450B.188, 450B.805, 453.164, 17
453.720, 458.055, 458.280, 459.050, 459.3866, 459.555, 459.7056, 18
459.846, 463.120, 463.15993, 463.240, 463.3403, 463.3407, 19
463.790, 467.1005, 480.535, 480.545, 480.935, 480.940, 481.063, 20
481.091, 481.093, 482.170, 482.368, 482.5536, 483.340, 483.363, 21
483.575, 483.659, 483.800, 484A.469, 484B.830, 484B.833, 22
484E.070, 485.316, 501.344, 503.452, 522.040, 534A.031, 561.285, 23
571.160, 584.655, 587.877, 598.0964, 598.098, 598A.110, 24
598A.420, 599B.090, 603.070, 603A.210, 604A.303, 604A.710, 25
604D.500, 604D.600, 612.265, 616B.012, 616B.015, 616B.315, 26
616B.350, 618.341, 618.425, 622.238, 622.310, 623.131, 623A.137, 27
624.110, 624.265, 624.327, 625.425, 625A.185, 628.418, 628B.230, 28
628B.760, 629.043, 629.047, 629.069, 630.133, 630.2671, 29
630.2672, 630.2673, 630.2687, 630.30665, 630.336, 630A.327, 30
630A.555, 631.332, 631.368, 632.121, 632.125, 632.3415, 31
632.3423, 632.405, 633.283, 633.301, 633.427, 633.4715, 633.4716, 32
633.4717, 633.524, 634.055, 634.1303, 634.214, 634A.169, 33
634A.185, 634B.730, 635.111, 635.158, 636.262, 636.342, 637.085, 34
637.145, 637B.192, 637B.288, 638.087, 638.089, 639.183, 35
639.2485, 639.570, 640.075, 640.152, 640A.185, 640A.220, 36
640B.405, 640B.730, 640C.580, 640C.600, 640C.620, 640C.745, 37
640C.760, 640D.135, 640D.190, 640E.225, 640E.340, 641.090, 38
641.221, 641.2215, 641A.191, 641A.217, 641A.262, 641B.170, 39
641B.281, 641B.282, 641C.455, 641C.760, 641D.260, 641D.320, 40
642.524, 643.189, 644A.870, 645.180, 645.625, 645A.050, 41
645A.082, 645B.060, 645B.092, 645C.220, 645C.225, 645D.130, 42
645D.135, 645G.510, 645H.320, 645H.330, 647.0945, 647.0947, 43
648.033, 648.197, 649.065, 649.067, 652.126, 652.228, 653.900, 44
654.110, 656.105, 657A.510, 661.115, 665.130, 665.133, 669.275, 45
– 8 –
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669.285, 669A.310, 670B.680, 671.365, 671.415, 673.450, 673.480, 1
675.380, 676A.340, 676A.370, 677.243, 678A.470, 678C.710, 2
678C.800, 679B.122, 679B.124, 679B.152, 679B.159, 679B.190, 3
679B.285, 679B.690, 680A.270, 681A.440, 681B.260, 681B.410, 4
681B.540, 683A.0873, 685A.077, 686A.289, 686B.170, 686C.306, 5
687A.060, 687A.115, 687B.404, 687C.010, 688C.230, 688C.480, 6
688C.490, 689A.696, 692A.117, 692C.190, 692C.3507, 692C.3536, 7
692C.3538, 692C.354, 692C.420, 693A.480, 693A.615, 696B.550, 8
696C.120, 703.196, 704B.325, 706.1725, 706A.230, 710.159, 9
711.600, section 13 of this act, sections 35, 38 and 41 of chapter 10
478, Statutes of Nevada 2011 and section 2 of chapter 391, Statutes 11
of Nevada 2013 and unless otherwise declared by law to be 12
confidential, all public books and public records of a governmental 13
entity must be open at all times during office hours to inspection by 14
any person, and may be fully copied or an abstract or memorandum 15
may be prepared from those public books and public records. Any 16
such copies, abstracts or memoranda may be used to supply the 17
general public with copies, abstracts or memoranda of the records or 18
may be used in any other way to the advantage of the governmental 19
entity or of the general public. This section does not supersede or in 20
any manner affect the federal laws governing copyrights or enlarge, 21
diminish or affect in any other manner the rights of a person in any 22
written book or record which is copyrighted pursuant to federal law. 23
2. A governmental entity may not reject a book or record 24
which is copyrighted solely because it is copyrighted. 25
3. A governmental entity that has legal custody or control of a 26
public book or record shall not deny a request made pursuant to 27
subsection 1 to inspect or copy or receive a copy of a public book or 28
record on the basis that the requested public book or record contains 29
information that is confidential if the governmental entity can 30
redact, delete, conceal or separate, including, without limitation, 31
electronically, the confidential information from the information 32
included in the public book or record that is not otherwise 33
confidential. 34
4. If requested, a governmental entity shall provide a copy of a 35
public record in an electronic format by means of an electronic 36
medium. Nothing in this subsection requires a governmental entity 37
to provide a copy of a public record in an electronic format or by 38
means of an electronic medium if: 39
(a) The public record: 40
(1) Was not created or prepared in an electronic format; and 41
(2) Is not available in an electronic format; or 42
(b) Providing the public record in an electronic format or by 43
means of an electronic medium would: 44
(1) Give access to proprietary software; or 45
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(2) Require the production of information that is confidential 1
and that cannot be redacted, deleted, concealed or separated from 2
information that is not otherwise confidential. 3
5. An officer, employee or agent of a governmental entity who 4
has legal custody or control of a public record: 5
(a) Shall not refuse to provide a copy of that public record in the 6
medium that is requested because the officer, employee or agent has 7
already prepared or would prefer to provide the copy in a different 8
medium. 9
(b) Except as otherwise provided in NRS 239.030, shall, upon 10
request, prepare the copy of the public record and shall not require 11
the person who has requested the copy to prepare the copy himself 12
or herself. 13
Sec. 20. 1. The provisions of this act apply only to a pre-14
merger notification filed on or after October 1, 2025. 15
2. As used in this section, “pre-merger notification” has the 16
meaning ascribed to it in section 10 of this act. 17
H