SB 25 California Senate · 2025-2026 Regular Session

Antitrust: premerger notification.

Summary
Existing law generally prohibits restraints on competition and authorizes the Attorney General to bring an action on behalf of the state or of any of its political subdivisions or public agencies, as specified. Existing federal law, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. Sec. 18a) , before an acquisition of voting securities or assets, requires both parties to file notification of the acquisition and additional documentary material with the Federal Trade Commission and the federal Department of Justice, if, as a result of the acquisition, the acquiring person would hold voting securities or assets in excess of a specified value, except as specified. Existing federal law prohibits disclosure of the filed information, except as relevant to an administrative or judicial action or proceeding. This bill, the California Uniform Antitrust Premerger Notification Act, would require any person who is required to file a notification pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to additionally file a copy of the federal form with the Attorney General if the person has its principal place of business in this state or has annual net sales in this state of the goods or services involved in the transaction of at least 20% of the above-described filing threshold. The bill would also require the person to file or provide the additional documentary material required under federal law, as specified. The bill would prohibit the Attorney General from disclosing the filed information, as specified, and would authorize the Attorney General to impose a civil penalty for a violation of the filing requirement. The bill would provide that its provisions only apply to premerger notifications filed on or after January 1, 2027. Existing constitutional provisions require that a statute that limits the right of access to the meetings of public bodies or the writings of public officials and agencies be adopted with findings demonstrating the interest protected by the limitation and the need for protecting that interest. This bill would make legislative findings to that effect.
Bill status signed all 5 stages cleared
Introduction
Dec 2024
Committee Review
Aug 2025
Senate Passage
Jun 2025
Assembly Passage
Jan 2026
Signed into Law
Feb 2026
Introduced Dec 2, 2024 Signed Feb 10, 2026
Maddy AI version diff · 7 comparisons

What changed between versions

05/27/25 - Amended Senate 01/14/26 - Amended Assembly · 8 edits · Jan 14, 2026
MODERATE
The Assembly amended SB 25 to strengthen data security and confidentiality protections, increase penalties for noncompliance, and delay the effective date by one year. Key changes include a new requirement that the Attorney General provide secure storage for filings, a mandatory destruction or return of materials within 120 days after a transaction closes, a higher civil penalty with a cure period before enforcement, and an additional assurance requirement before sharing information with other states.
REQUIREMENT

New requirement that the Attorney General provide a secure means to receive and store premerger notification materials submitted under the act.

New provision requiring the Attorney General to destroy or return submitted materials within 120 days after the later of the transaction closing or the conclusion of related legal proceedings, unless otherwise provided by court order or law.

Interstate information sharing now requires the other state to provide assurances to the Attorney General that it agrees to maintain confidentiality of the documents or information received, in addition to having a substantively equivalent act with protective confidentiality provisions.

ENFORCEMENT

Civil penalty for noncompliance increased from $10,000 per day to $25,000 per day, and a new requirement was added that the Attorney General must give written notice and a three business day cure period before imposing the penalty.

TIMELINE

Effective date changed from January 1, 2026 to January 1, 2027, giving businesses an additional year before the state filing requirement takes effect.

Notice period before disclosing materials to another state's attorney general increased from two business days to five business days.

DEFINITION

New definition added for 'Uniform Antitrust Premerger Notification Act' referring specifically to the model act drafted by the National Conference of Commissioners on Uniform State Laws, distinguishing it from California's version.

SCOPE

The act was renamed from 'Uniform Antitrust Premerger Notification Act' to 'California Uniform Antitrust Premerger Notification Act' to distinguish the state's version from the uniform model act.

Floor votes · Senate Jun 2, 2025 · Assembly Jan 22, 2026

How they voted

361
Passed · 3 other
Total votes 40
Jun 2, 2025
D Democratic30
28 Yea 2
93% Yea
R Republican10
8 Yea 1 Nay 1
80% Yea
Vote distribution
All Yea All Nay Mixed No data
Full legislative history

Actions timeline

Total actions
34
Key actions
12
Committee
5
Amendments
7
Feb 10, 2026
Signed into law
Approved by the Governor.
legislature
Feb 2, 2026
Upper · Passed
Assembly amendments concurred in. (Ayes 33. Noes 0. Page 3336.) Ordered to engrossing and enrolling.
upper
Jan 22, 2026
Introduced
In Senate. Concurrence in Assembly amendments pending.
upper
Jan 22, 2026
Lower · Passed
Read third time. Passed. (Ayes 52. Noes 17. Page 3808.) Ordered to the Senate.
lower
Jan 14, 2026
Lower · Passed
Read third time and amended.
lower
Aug 29, 2025
Lower · Passed
From committee: Do pass. (Ayes 11. Noes 1.) (August 29).
lower
Jun 24, 2025
Lower · Passed
From committee: Do pass and re-refer to Com. on APPR. (Ayes 10. Noes 0.) (June 24). Re-referred to Com. on APPR.
lower
Jun 9, 2025
Committee
Referred to Com. on JUD.
lower
Jun 2, 2025
Upper · Passed
Read third time. Passed. (Ayes 36. Noes 1. Page 1378.) Ordered to the Assembly.
upper
May 27, 2025
Upper · Passed
Read third time and amended.
upper
May 23, 2025
Upper · Passed
From committee: Do pass. (Ayes 6. Noes 0. Page 1187.) (May 23).
upper
Apr 10, 2025
Upper · Passed
Read second time and amended. Re-referred to Com. on APPR.
upper
Apr 9, 2025
Upper · Passed
From committee: Do pass as amended and re-refer to Com. on APPR. (Ayes 12. Noes 0. Page 704.) (April 8).
upper
Mar 25, 2025
Upper · Passed
From committee with author's amendments. Read second time and amended. Re-referred to Com. on JUD.
upper
Jan 29, 2025
Committee
Referred to Com. on JUD.
upper
Dec 2, 2024
Introduced
Introduced. Read first time. To Com. on RLS. for assignment. To print.
upper
1 primary · 0 co-sponsors

Sponsors

Role
Legislator
Party
State
District
P
Photo of Tom Umberg
Tom Umberg
DDemocratic
CA
34