03-03 13:14 2nd Sub. (Gray) H.B. 466
Jordan D. Teuscher proposes the following substitute bill:
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Uniform Antitrust Pre-Merger Notification Act Amendments
2025 GENERAL SESSION
STATE OF UTAH
Chief Sponsor: Jordan D. Teuscher
Senate Sponsor: Michael K. McKell
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LONG TITLE
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General Description:
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This bill enacts the Uniform Antitrust Pre-Merger Notification Act.
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Highlighted Provisions:
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This bill:
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▸ defines terms;
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▸ provides that a pre-merger notification is a notification filed with the Federal Trade
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Commission accompanied by a Hart-Scott-Rodino form;
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▸ requires that a person filing a pre-merger notification file an electronic copy of a
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Hart-Scott-Rodino form and additional documentary material with the attorney general;
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▸ prohibits the attorney general from charging a fee connected with filing a
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Hart-Scott-Rodino form;
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▸ provides a time limit for the attorney general to take action related to a Hart-Scott-Rodino
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form and additional documentary material;
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▸ prohibits the attorney general from disclosing a Hart-Scott-Rodino form and other
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relevant information;
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▸ classifies a Hart-Scott-Rodino form and other relevant information as a private record
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under the Government Records Access and Management Act;
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▸ authorizes the attorney general to disclose a Hart-Scott-Rodino form and other relevant
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information if relevant to an administrative proceeding or a judicial action;
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▸ provides that the provisions enacted by this bill do not impact preexisting obligations of
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the attorney general;
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▸ authorizes the attorney general to disclose a Hart-Scott-Rodino form with the attorney
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general of another state under certain circumstances;
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▸ authorizes the attorney general to seek the imposition of a civil penalty for
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noncompliance with the provisions of this bill;
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▸ requires a court to promote uniformity among jurisdictions that enact the provisions of
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this bill;
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▸ limits the provisions of this bill to a pre-merger notification filed after the effective date
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of the bill; and
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▸ makes technical and conforming changes.
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Money Appropriated in this Bill:
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None
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Other Special Clauses:
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This bill provides a special effective date.
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Utah Code Sections Affected:
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AMENDS:
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63G-2-302, as last amended by Laws of Utah 2024, Chapter 234
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ENACTS:
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16-10a-2001, Utah Code Annotated 1953
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16-10a-2002, Utah Code Annotated 1953
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16-10a-2003, Utah Code Annotated 1953
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16-10a-2004, Utah Code Annotated 1953
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16-10a-2005, Utah Code Annotated 1953
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16-10a-2006, Utah Code Annotated 1953
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16-10a-2007, Utah Code Annotated 1953
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Be it enacted by the Legislature of the state of Utah:
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Section 1. Section 16-10a-2001 is enacted to read:
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Part 20. Uniform Antitrust Pre-Merger Notification Act
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16-10a-2001 . Definitions.
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As used in this part:
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(1) "Additional documentary material" means the additional documentary material filed
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with a Hart-Scott-Rodino form.
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(2) "Electronic" means relating to technology having electrical, digital, magnetic, wireless,
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optical, electromagnetic, or similar capabilities.
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(3) "Filing threshold" means the minimum size of a transaction that requires the transaction
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to be reported under the Hart-Scott-Rodino Act in effect when a person files a
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pre-merger notification.
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(4) "Hart-Scott-Rodino Act" means Section 201 of the Hart-Scott-Rodino Antitrust
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Improvements Act of 1976, 15 U.S.C. Sec. 18a.
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(5)(a) "Hart-Scott-Rodino form" means the form filed with a pre-merger notification.
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(b) "Hart-Scott-Rodino form" does not include additional documentary material.
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(6) "Pre-merger notification" means a notification filed under the Hart-Scott-Rodino Act
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with the Federal Trade Commission or the United States Department of Justice Antitrust
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Division or a successor agency.
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(7) "State" means a state of the United States, the District of Columbia, Puerto Rico, the
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United States Virgin Islands, or any other territory or possession subject to the
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jurisdiction of the United States.
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Section 2. Section 16-10a-2002 is enacted to read:
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16-10a-2002 . Filing requirement.
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(1) A person filing a pre-merger notification shall file contemporaneously a complete
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electronic copy of the Hart-Scott-Rodino form with the attorney general if:
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(a) the person has the person's principal place of business in this state; or
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(b) the person or a person the person controls directly or indirectly had annual net sales
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in this state of the goods or services involved in the transaction of at least 20% of the
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filing threshold.
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(2) A person that files a form under Subsection (1)(a) shall include with the filing a
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complete electronic copy of the additional documentary material.
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(3) On request of the attorney general, a person that filed a form under Subsection (1)(b)
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shall provide a complete electronic copy of the additional documentary material to the
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attorney general not later than seven days after receipt of the request.
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(4) The attorney general:
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(a) may not charge a fee connected with filing or providing the form or additional
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documentary material under this section; and
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(b) shall take any action related to a pre-merger notification or additional documentary
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material within:
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(i) 30 days after the day on which a person files a pre-merger notification with the
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attorney general, if the merger does not involve a cash tender offer; or
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(ii) 15 days after the day on which a person files a pre-merger notification with the
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attorney general, if the merger involves a cash tender offer.
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Section 3. Section 16-10a-2003 is enacted to read:
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16-10a-2003 . Confidentiality.
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(1) Except as provided in Subsection (3) or Section 16-10a-2004, the attorney general may
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not make public or disclose:
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(a) a Hart-Scott-Rodino form filed under Section 16-10a-2002;
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(b) the additional documentary material filed or provided under Section 16-10a-2002;
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(c) a Hart-Scott-Rodino form or additional documentary material provided by the
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attorney general of another state;
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(d) that the form or the additional documentary material was filed or provided under
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Section 16-10a-2002, or provided by the attorney general of another state; or
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(e) the merger proposed in the form.
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(2) A form, additional documentary material, and other information listed in Subsection (1)
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are private records under Title 63G, Chapter 2, Government Records Access and
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Management Act.
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(3) Subject to a protective order entered by an agency, court, or judicial officer, the attorney
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general may disclose a form, additional documentary material, or other information
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listed in Subsection (1) in an administrative proceeding or judicial action if the proposed
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merger is relevant to the proceeding or action.
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(4) This part does not:
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(a) limit any other confidentiality or information-security obligation of the attorney
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general;
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(b) preclude the attorney general from sharing information with the Federal Trade
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Commission or the United States Department of Justice Antitrust Division, or a
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successor agency; or
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(c) subject to Subsection (5), preclude the attorney general from sharing information
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with the attorney general of another state that has enacted the Uniform Antitrust
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Pre-Merger Notification Act or a substantively equivalent act.
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(5) If the attorney general shares information with another state under Subsection (4)(c), the
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other state's act must include confidentiality provisions at least as protective as the
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confidentiality provisions of the Uniform Antitrust Pre-Merger Notification Act.
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Section 4. Section 16-10a-2004 is enacted to read:
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16-10a-2004 . Reciprocity.
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(1)(a) The attorney general may disclose a Hart-Scott-Rodino form and additional
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documentary material filed or provided under Section 16-10a-2002 to the attorney
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general of another state that enacts the Uniform Antitrust Pre-Merger Notification
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Act or a substantively equivalent act.
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(b) The other state's act must include confidentiality provisions at least as protective as
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the confidentiality provisions of the Uniform Antitrust Pre-Merger Notification Act.
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(2) At least two business days before making a disclosure under Subsection (1), the attorney
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general shall give notice of the disclosure to the person filing or providing the form or
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additional documentary material under Section 16-10a-2002.
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Section 5. Section 16-10a-2005 is enacted to read:
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16-10a-2005 . Civil penalty.
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(1) The attorney general may seek imposition of a civil penalty of not more than $10,000
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per day of noncompliance on a person that fails to comply with Subsections
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16-10a-2002(1) through (3).
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(2) A civil penalty imposed under this section is subject to procedural requirements
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applicable to the attorney general, including the requirements of due process.
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Section 6. Section 16-10a-2006 is enacted to read:
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16-10a-2006 . Uniformity of application and construction.
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In applying and construing this part, a court shall consider the promotion of uniformity
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of the law among jurisdictions that enact it.
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Section 7. Section 16-10a-2007 is enacted to read:
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16-10a-2007 . Transitional provision.
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(1) This part applies only to a pre-merger notification filed on or after the day on which this
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part takes effect.
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(2) For purposes of this part, the Legislature intends that the Office of Legislative Research
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and General Counsel, in preparing the Utah Code database for publication, replace "the
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day on which this part takes effect" in Subsection (1) with January 1 of the year after the
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year in which the lieutentant governor informs the legislative general counsel that 20
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states have passed legislation in substantially the same form as this part and the
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enactments by the states have taken effect in each state.
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Section 8. Section 63G-2-302 is amended to read:
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63G-2-302 . Private records.
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(1) The following records are private:
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(a) records concerning an individual's eligibility for unemployment insurance benefits,
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social services, welfare benefits, or the determination of benefit levels;
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(b) records containing data on individuals describing medical history, diagnosis,
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condition, treatment, evaluation, or similar medical data;
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(c) records of publicly funded libraries that when examined alone or with other records
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identify a patron;
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(d) records received by or generated by or for:
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(i) the Independent Legislative Ethics Commission, except for:
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(A) the commission's summary data report that is required under legislative rule;
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and
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(B) any other document that is classified as public under legislative rule; or
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(ii) a Senate or House Ethics Committee in relation to the review of ethics
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complaints, unless the record is classified as public under legislative rule;
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(e) records received by, or generated by or for, the Independent Executive Branch Ethics
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Commission, except as otherwise expressly provided in Title 63A, Chapter 14,
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Review of Executive Branch Ethics Complaints;
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(f) records received or generated for a Senate confirmation committee concerning
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character, professional competence, or physical or mental health of an individual:
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(i) if, prior to the meeting, the chair of the committee determines release of the
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records:
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(A) reasonably could be expected to interfere with the investigation undertaken by
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the committee; or
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(B) would create a danger of depriving a person of a right to a fair proceeding or
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impartial hearing; and
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(ii) after the meeting, if the meeting was closed to the public;
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(g) employment records concerning a current or former employee of, or applicant for
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employment with, a governmental entity that would disclose that individual's home
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address, home telephone number, social security number, insurance coverage, marital
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status, or payroll deductions;
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(h) records or parts of records under Section 63G-2-303 that a current or former
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employee identifies as private according to the requirements of that section;
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(i) that part of a record indicating a person's social security number or federal employer
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identification number if provided under Section 31A-23a-104, 31A-25-202,
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31A-26-202, 58-1-301, 58-55-302, 61-1-4, or 61-2f-203;
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(j) that part of a voter registration record identifying a voter's:
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(i) driver license or identification card number;
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(ii) social security number, or last four digits of the social security number;
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(iii) email address;
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(iv) date of birth; or
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(v) phone number;
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(k) a voter registration record that is classified as a private record by the lieutenant
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governor or a county clerk under Subsection 20A-2-101.1(5)(a), 20A-2-104(4)(h), or
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20A-2-204(4)(b);
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(l) a voter registration record that is withheld under Subsection 20A-2-104(7);
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(m) a withholding request form described in Subsections 20A-2-104(7) and (8) and any
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verification submitted in support of the form;
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(n) a record that:
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(i) contains information about an individual;
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(ii) is voluntarily provided by the individual; and
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(iii) goes into an electronic database that:
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(A) is designated by and administered under the authority of the Chief Information
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Officer; and
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(B) acts as a repository of information about the individual that can be
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electronically retrieved and used to facilitate the individual's online interaction
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with a state agency;
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(o) information provided to the Commissioner of Insurance under:
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(i) Subsection 31A-23a-115(3)(a);
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(ii) Subsection 31A-23a-302(4); or
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(iii) Subsection 31A-26-210(4);
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(p) information obtained through a criminal background check under Title 11, Chapter
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40, Criminal Background Checks by Political Subdivisions Operating Water Systems;
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(q) information provided by an offender that is:
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(i) required by the registration requirements of Title 77, Chapter 41, Sex, Kidnap, and
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Child Abuse Offender Registry; and
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(ii) not required to be made available to the public under Subsection 77-41-110(4);
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(r) a statement and any supporting documentation filed with the attorney general in
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accordance with Section 34-45-107, if the federal law or action supporting the filing
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involves homeland security;
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(s) electronic toll collection customer account information received or collected under
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Section 72-6-118 and customer information described in Section 17B-2a-815
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received or collected by a public transit district, including contact and payment
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information and customer travel data;
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(t) an email address provided by a military or overseas voter under Section 20A-16-501;
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(u) a completed military-overseas ballot that is electronically transmitted under Title
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20A, Chapter 16, Uniform Military and Overseas Voters Act;
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(v) records received by or generated by or for the Political Subdivisions Ethics Review
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Commission established in Section 63A-15-201, except for:
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(i) the commission's summary data report that is required in Section 63A-15-202; and
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(ii) any other document that is classified as public in accordance with Title 63A,
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Chapter 15, Political Subdivisions Ethics Review Commission;
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(w) a record described in Section 53G-9-604 that verifies that a parent was notified of an
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incident or threat;
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(x) a criminal background check or credit history report conducted in accordance with
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Section 63A-3-201;
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(y) a record described in Subsection 53-5a-104(7);
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(z) on a record maintained by a county for the purpose of administering property taxes,
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an individual's:
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(i) email address;
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(ii) phone number; or
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(iii) personal financial information related to a person's payment method;
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(aa) a record submitted by a taxpayer to establish the taxpayer's eligibility for an
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exemption, deferral, abatement, or relief under:
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(i) Title 59, Chapter 2, Part 11, Exemptions;
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(ii) Title 59, Chapter 2, Part 12, Property Tax Relief;
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(iii) Title 59, Chapter 2, Part 18, Tax Deferral and Tax Abatement; or
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(iv) Title 59, Chapter 2, Part 19, Armed Forces Exemptions;
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(bb) a record provided by the State Tax Commission in response to a request under
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Subsection 59-1-403(4)(y)(iii);
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(cc) a record of the Child Welfare Legislative Oversight Panel regarding an individual
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child welfare case, as described in Subsection 36-33-103(3);[ and]
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(dd) a record relating to drug or alcohol testing of a state employee under Section
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63A-17-1004;
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(ee) a record relating to a request by a state elected official or state employee who has
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been threatened to the Division of Technology Services to remove personal
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identifying information from the open web under Section 63A-16-109;[ and]
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(ff) a record including confidential information as that term is defined in Section
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67-27-105[.] ; and
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(gg) a form, documentary material, or other information described in Subsection
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16-10a-2003(1).
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(2) The following records are private if properly classified by a governmental entity:
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(a) records concerning a current or former employee of, or applicant for employment
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with a governmental entity, including performance evaluations and personal status
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information such as race, religion, or disabilities, but not including records that are
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public under Subsection 63G-2-301(2)(b) or 63G-2-301(3)(o) or private under
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Subsection (1)(b);
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(b) records describing an individual's finances, except that the following are public:
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(i) records described in Subsection 63G-2-301(2);
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(ii) information provided to the governmental entity for the purpose of complying
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with a financial assurance requirement; or
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(iii) records that must be disclosed in accordance with another statute;
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(c) records of independent state agencies if the disclosure of those records would
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conflict with the fiduciary obligations of the agency;
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(d) other records containing data on individuals the disclosure of which constitutes a
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clearly unwarranted invasion of personal privacy;
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(e) records provided by the United States or by a government entity outside the state that
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are given with the requirement that the records be managed as private records, if the
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providing entity states in writing that the record would not be subject to public
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disclosure if retained by it;
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(f) any portion of a record in the custody of the Division of Aging and Adult Services,
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created in Section 26B-6-102, that may disclose, or lead to the discovery of, the
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identity of a person who made a report of alleged abuse, neglect, or exploitation of a
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vulnerable adult; and
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(g) audio and video recordings created by a body-worn camera, as defined in Section
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77-7a-103, that record sound or images inside a home or residence except for
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recordings that:
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(i) depict the commission of an alleged crime;
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(ii) record any encounter between a law enforcement officer and a person that results
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in death or bodily injury, or includes an instance when an officer fires a weapon;
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(iii) record any encounter that is the subject of a complaint or a legal proceeding
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against a law enforcement officer or law enforcement agency;
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(iv) contain an officer involved critical incident as defined in Subsection 76-2-408
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(1)(f); or
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(v) have been requested for reclassification as a public record by a subject or
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authorized agent of a subject featured in the recording.
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(3)(a) As used in this Subsection (3), "medical records" means medical reports, records,
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statements, history, diagnosis, condition, treatment, and evaluation.
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(b) Medical records in the possession of the University of Utah Hospital, its clinics,
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doctors, or affiliated entities are not private records or controlled records under
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Section 63G-2-304 when the records are sought:
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(i) in connection with any legal or administrative proceeding in which the patient's
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physical, mental, or emotional condition is an element of any claim or defense; or
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(ii) after a patient's death, in any legal or administrative proceeding in which any
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party relies upon the condition as an element of the claim or defense.
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(c) Medical records are subject to production in a legal or administrative proceeding
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according to state or federal statutes or rules of procedure and evidence as if the
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medical records were in the possession of a nongovernmental medical care provider.
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Section 9. Contingent effective date.
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(1) Title 16, Chapter 10a, Part 20, Uniform Antitrust Pre-Merger Notification Act and the
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amendments to Section 63G-2-302 take effect on the first day of January following the
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day on which at least 20 other states pass legislation in substantially the same form as
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Title 16, Chapter 10a, Part 20, Uniform Antitrust Pre-Merger Notification Act and the
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enactments by the states take effect in each state.
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(2) The lieutenant governor shall inform the legislative general counsel, in writing, of the
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date Title 16, Chapter 10a, Part 20, Uniform Antitrust Pre-Merger Notification Act and
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the amendments to Section 63G-2-302, take effect in accordance with this section.
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