Senate Judiciary [May 11, 2026 - Upon Adjournment]

Senators Carson.

Doherty.

Henriksen.

Wallace.

Zamora Wilson.

Roberts. Here.

Senator Snyder. Thank you, Mr. Chair, and thank you, Judiciary Committee. So this was a late bill. We passed the Pre-Merger Notification Uniform Act last year. and we heard about some concerns from mainly the CTIA and telecom industry, but we didn't really hear about that until after the fact. So the Uniform Law Commission, this is a bill that was introduced, I believe, in 2025 in California, and they just passed it just a couple of months ago, but they ran it by the Uniform Law Commission. to make sure that the changes they were going to make were compliant, and they got a unanimous vote there. So basically it's a pretty simple update to a bill from last year. Originally it had a contemporaneous filing with the federal government as well as with the states. That's being amended to include one day after the federal filing instead of contemporaneously. requires the AG to provide a secure system to receive and store sensitive merger documents, clarifies that an AG cannot change fee for submitting the materials. When sharing merger information with other states, the other states must have similar confidentiality protections, must explicitly assure Colorado will keep the information confidential. The AG may destroy or return submitted materials within 120 days. Either the merger is completed and closes or any related legal proceedings, whichever is later. The AG must give companies five business days notice, up from two, before sharing their filing with another state. Before imposition of fines, the Attorney General must give written notice and allow for a three-day business day window to cure, after which penalties can reach up to $10,000 per day. So as I said, this came from California. Colorado and Washington State are the only ones who have enacted the Uniform Pre-Merger Notification Act. And unfortunately, I don't think either state was consulted in this process with California and the Uniform Law Commission. Nevertheless, I believe this takes care of the concerns we heard late last session from CTIA and other telecom interests. And with that, I would respectfully ask for an aye vote.

Thank you, Chair, members of the committee. My name is Mike Blank, representing CTIA, the Trade Association for the Wireless Communications Industry. I simply wanted to publicly thank Senator Snyder and Representative Espinoza for their work on this bill. At the end of session last year, CTIA raised concerns with the pre-merger notification bill that ultimately passed into law. and Senator Snyder made a commitment to work with us during the interim to find a solution. He followed through on that commitment and CTIA would like to thank him for his willingness to work with us to make improvements to existing law and we believe this bill today makes those improvements. So thank you to Senator Snyder and Representative Espinoza and again thank you for

all right rep McGeehan if you can hear us please go ahead yes thank you so much I am here today in my usual capacity on a uniform law bill as the chair of the Colorado Commission on Uniform State Laws and this time I will not tell you explain how an act becomes a uniform law but instead tell you about the process used for amending a uniform law and that is that the Uniform Law Commission's Executive Committee approves the amendment under our bylaws and this was done on March 17 of 2026 with the Pre-Merger Notification Act and at least there are 30 days for objection to the amendments. At least one member of the conference from three states, three different states, has to make an objection. On April 20, the Executive Committee had not received any objections and thus the pre-merger notification act amendments became active and uniform and that's part of the reason we bring them to you this year and a little behind in time and I'm happy to take any questions about our process or about the bill. Okay thanks very much

Assistant Attorney General managing the Antitrust Unit here in Colorado. The unit is responsible for enforcing state and federal antitrust laws to protect free and water markets for the people in Colorado. And as was noted, I'm one of only two antitrust chiefs in the country who have experience actually implementing the underlying HSR statute. California has passed it but has not started to sharply implement it. And neither of us were consulted during this amendment process, as far as unknown. Our ability to police anti-competitive mergers is contingent on our ability to first, learn that a merger is happening, and second, fully investigate that merger. And unfortunately, this bill is currently drafted, is likely to eliminate our ability to learn about mergers and will also limit our ability to invest in them. It also implements statutory deadlines triggered by events we have no knowledge about and it puts our office in an untenable legal position that will expose us to unnecessary risk. And finally, it does not fix a drafting error in the original bill that's caused some confusion for filing pardons. So addressing these issues will will divert resources from other aspects of our mandate, which is particularly unfortunate at a time when we are actively litigating many cases in defense of Colorado businesses and consumers, such as our bipartisan Ticketmaster case and bipartisan Next Start Tegda merger challenge. Now, there are a number of relatively minor changes that if enacted could fix these problems while maintaining what I understand to be the purpose behind this bill. So the most significant problem I see with this bill is that the three-day notice and cure period does apply to the filing of the form itself. Effectively, this means that there will be no incentive for a party that files with us to actually file a form, which is the instrument that provides us with notification that a confidential merger is occurring. And there will be no penalties whatsoever for a party's refusal to file that form. As I said, because these transactions are usually confidential, our office has no way to learn about them absent such a notification. The second major problem with this bill is that it requires our office to destroy filings within the latter of 120 days of a mergers closing or the conclusion of any legal proceedings directly relating to the transaction. But we have no easy way of knowing when a merger will close. That is not information that is typically provided from the parties to us. And our antitrust investigations often last quite a bit longer than 120 days before we file a lawsuit, which will impose unnecessary burden on trying to retain and keep those documents throughout the course of investigation that we may otherwise be required to destroy. And then finally, the bill fails to fix a Gavin statute in the drafting error that filing parties have found confusing. I'm happy to answer questions about any of those. Thank you.

Thank you, Mr. Chair, and this question is for Mr. Williams. It was difficult for me to hear you, but you had mentioned about, on your last comment about other, you had more to say about fixing the gap, or if you could elaborate on that. I appreciate it.

excellent great great so uh there there is a filing error a filing error a drafting error in the uh the current legislation that uh regarding circumstances under which additional documentary material is required. It creates an impossible situation for parties in that it's impossible to tell whether material is or is not required, depending on whether you are filing because your principal place of business is here in Colorado or because you meet a revenue threshold. It should be a pretty easy fix to fix. It just involves a strikethrough and a change, But certainly it will make the process less confusing to the entities that have to do these filings to make that fix.

Yes, thank you. That is my understanding as well. I think you captured a good summary there. Part of what the difference between last year's bill and what you see before you are just an extension or an increase in the timeline for compliance. I think existing law basically says, hey, simultaneously, when you send it to the federal government, that it needs to be submitted, that there's just a just adds it to one day to make it a little bit more realistic in terms of what the compliance will look like. and it makes that aligned with the Uniform Law Commission's proposal as well. Also, there's an enhancement in the security and confidentiality. You know, the merger information that's filed at federal agencies is heavily guarded, confidential, and competitively sensitive. Our main concern is really that that information is treated the same way that the federal government treats it. The existing law allows states to kind of share that information with other states if there's a similar law. And we felt that within that sharing that there was kind of a loss in terms of the safety and confidentiality treatment. And that's why I think you see a number of the increases that were proposed here in the law as well. Those are essentially the main concerns that we had raised. And through working with Senator Snyder and Espinosa, we were thankful. We recognized that we came late to the party, I think, last year with some issues. But they made the commitment to work with us through the interim to make the resolution and are thankful that they kept that commitment. And I think that's why we're here today.

Yes, happy to talk about that. And if I could just briefly point out that the two issues that Mr. Blaine pointed out are not issues that we have with this bill. We agree with them on increasing security and we don't have a problem with the minor time limit increases. Historically, the states and the DOJ and the FTC have had a very, very strong, you know, thoroughly bipartisan relationship that's extended through, you know, the first Trump administration, the Biden relationship. Unfortunately, over the past six months or so, there has been a shift and the DOJ, much less the FTC, has been significantly less communicative with us. And us, I mean, states as a whole, not just Colorado, not just Democratic states, states as a whole, and has not been as open with sharing information and collaborating on investigations. It's unfortunate. The good aspect of that and the positive aspect of that is the states have been banding together and working very hard to continue our multistate bipartisan approach. But it's caused some problems in investigating mergers and in sort of figuring out how to allocate resources. The HSR acts as they exist, and particularly in the way that it is required for parties to give us notice of transactions that they are also giving the federal government notice of, That has acted as a strong backstop for us on deals that traditionally the federal government would have looped us into. And increasingly, the federal government is not looping us into. I can think of at least one active investigation we have here in Colorado in a very important food, alcohol distribution sector that we would not know about this merger at all were it not for this HSR Act. And so I really want to make sure that we preserve our ability to get the notices. Again, no disagreement or conflict with increasing security, no disagreement or conflict with relaxing the deadlines a little bit. But I just want to make sure that we get the notices.

Thank you, Mr. Chair. We do have the drafter, Yelena Love, here, and I think she would love to come up and explain this drafting issue, drafting error that's been referenced a couple of times. Pun intended, perhaps.

Thank you, Mr. Chair. in the committee, Yelena Love, reviser of statutes for the Office of Legislative Legal Services. You did hear some testimony about a drafting error that was not fixed in this bill. That's correct. There is a drafting error that was discovered over the interim in the original Uniform Pre-Merger Notification Act. We were notified by the Department of Law sometime in the interim, and so I made that change in the reviser's bill. This committee heard the reviser's bill probably I don't know what, a month or so ago. So rest assured that that fix has been corrected. I believe it's Senate Bill 169 or 196. Sorry, I don't know that off the top of my head. So just to address that.

No, I haven't, sir.

Okay, well, thank you very much for hearing the witnesses. Thank you to all the witnesses for coming in and testifying. I have been exploring some amendments with the Attorney General's office, But, you know, there's a process we need to follow with uniform laws. And so, you know, getting a draft of some amendments they were seeking on Sunday, they got them right over to Uniform Law Commission. But they'll have to meet as a group and discuss those. And with the time running so short, wasn't able to get any. I think it's rather telling that the Attorney General's office did not testify in the House. I think had they begun this amendment process sooner with Rep. Espinoza, the House prime sponsor, we may have been able to get something done. But apparently these concerns were not raised at all in the other chamber. I will say that over time, back in the early 2020s, prior to the approval of the Pre-Merger Notification Act, I would talk to the Attorney General's office and they were complaining because oftentimes they would not have any notification or know about a merger until they read it in the newspaper, at which time it was really late in the game to try and weigh in So I was really impressed with the Uniform Pre Notification Act It started with contemporaneous filings When you file your HSR Hart filings it was contemporaneously Now it's within one day of the federal filing. So I think they should be getting this information in real time and have the ability to do their investigation and see how a proposed merger would affect Colorado. and Coloradans. I've read Mr. Williams' testimony several, several times, upside down even, and I still am not sure that I grasp fully what their issue is, to be honest with you. You know, there is a lot of guardrails and requirements in these things, and I'm still struggling to understand how this update to pre-merger notification contained in House Bill 1427 really could lead them to feeling that their work would be nullified. But I am more than willing to continue to work with them. I've already committed that to the Attorney General's office, that if we can make some improvements and have the time to do it correctly, I'm more than happy to do that. But for now, I think this is a bill that is fully vetted with the Uniform Law Commission. It came from the state of California, which took roughly 18 months to pass the Pre-Merger Notification Act. And like I said, they got the full approval of the Uniform Law Commission, as Ms. McGeehan said. Normal vigorous process, hold it open for 30 days. They got no complaints from anybody. and so it was approved to go forward as is and I would respectfully ask for a yes vote from the committee.

Thank you, Mr. Chair. I move House Bill 1427 to the Committee of the Whole with a favorable recommendation.

Senators Carson.

Yes. Henriksen.

Aye. Zamora Wilson.

Aye. Mr. Chair.

Thank you, Mr. Chair. Thank you, Committee. House Bill 1426 is presented to you colloquially as a Department of Law cleanup. You might remember early at the beginning of this legislative session, the Attorney General's Office and Department of Law presented to the SMART Act Joint Judiciary Committee hearing with a report that was done to determine ways to make the Department of Law more efficient and more responsive to modern times and more responsive to our citizens. And that report turned into the bill that's in front of you. You'll hear from a few witnesses today about what the bill does. I'm happy to go into specifics, but given the late hour today, I'm just providing a high-level overview. But essentially what we're trying to do, or what the department is trying to do with this bill, is to clarify authority, modernize processes, and streamline operations by codifying institutional knowledge and helps its secret administrations in the AGO set them up for success. This will allow new officials to focus on policy priorities and effective governance rather than inherited inefficiencies. So this bill is, like I said, based on a comprehensive package of recommendations to refine and improve matters within the Department of Law's purview, strengthen consumer protection and enforcement frameworks, preserve strong public safeguards, and support a fair, competitive business environment. I'll leave it there, Mr. Chair.

Thank you, Senator Weissman, members of the committee. My name is Jeffrey Reister. I'm here on behalf of the Department of Law to speak in support of 1426. As Senator Roberts noted, there are a fair number of policies that we're attempting to clean up. Happy to run through them quickly, but given the time limit, maybe better to save that for questions. What I do want to note are some of the things that directly relate to how our office works with the General Assembly, and that is primarily the executive session language. That is Section 1 of the bill, and then also peppered throughout because of various authority and cross-references. This is a meeting that we were able to have with the JVC in prior years, OLS. They changed their interpretation of the statute, not something we disagree with, just an unfortunate change in that process. And so what this bill is seeking to do is to codify our ability to meet with JVC in executive session. The purpose of that is twofold. One, to talk about litigation that is ongoing and could be a long-term budget impact to the state, so that way the JBC can do long-term planning as they are seeking to balance the budget over future years. In addition, it will allow our office to have executive session to talk about pending legislation. This is something that, as many of you know, we do often in committee and other communications, but we often are hesitant because we are sharing potentially legal concerns, constitutional issues with policies that might be seen, heard, and then used against our office in the state for flagging that very issue should it not be corrected. So having executive session allows us to have those discussions in a confidential manner to ensure that the information is available to the General Assembly for their consideration without ultimately undermining what we are trying to prevent, which is litigation. Generally speaking, other than that, this is a spring cleanup bill, so things that we have noticed and dealt with over the last seven or so years of our administration, and hopefully we're trying to lead the office better than we found it and set up that next administration for success. Happy to answer any questions, and thank you.

Thank you, Mr. Chair. My name is Jan Zavislin. I'm senior counsel in the consumer protection section at the Attorney General's office. And I'm really here just to answer questions. I have now 38 years under my belt enforcing a lot of the statutes that are part of this bill. So if that brings a little bit of extra expertise to help answer your questions, I'm happy to do so.

No amendments to the committee.

Mr. Vice Chair. Thank you, Mr. Chair. Thank you to the Attorney General's office for all their hard work on this. I think it makes a lot of sense and appreciate them looking out for whoever's coming in the door after them. Whoever that may be.

Thank you, Mr. Chair. I move House Bill 1426 to the Committee of the Whole.

Carson.

Yes. Kendrickson.

Aye. Samoa Wilson.

Thank you, Mr. Vice Chair. Last on our list. Let's see. We have one sponsor. Senator Kirkmeyer. I know the ML has about three bills. Have you communicated with him about his desire to be here? So I have heard. I think we should just proceed Senator and I will take any incoming that I might earn by that decision later So when you ready let us know any opening comments about 1138 Thank you, Mr. Chair.

alright thank you members' questions of our sponsor? Seeing none, we'll proceed to witnesses. There are just two signed up. Ms. Wolfe, please join us. And then online we have Mr. Lund. And Ms. Wolfe, we'll start in the room with you. Go ahead.

Thank you. Let's go to Mr. Lund so he can get out of the sunbeam and then Mr. Brigner will come back to you. Mr. Lund, go ahead.

Thank you, Mr. Linn. Please do hang on for questions. Mr. Brigner, go ahead.

and by crafting policy recommendations with real data to tackle this pervasive problem. This bill is a practical, targeted response focused specifically on organized felony-level retail theft and gift card fraud. And at a time when both the state and municipalities are dealing with strained budgets, it also addresses a problem that is directly undermining state and local sales tax revenues. It is estimated that retail theft results in $78 million of lost sales tax revenue. For these reasons, CML respectfully asks for an aye vote on House Bill 1138. Thanks. All right. Thank you. Now, members, questions for any of our witnesses? Seeing none, we will let you all go. Mr. Lund, thanks for being with us. Last call for witnesses on 1138. Anybody on Lund? Seeing none, we'll close the witness phase. Amendment sponsors? None. Seeing none. Committee, amendments? No amendments. Amendment phase is closed. Wrap up comments. Mr. Majority Leader.

Senator Kirkmeyer, closing comments? Very good. Members, any closing comments? All right, I'll invite a motion from Senator Wallace to the Committee of the Whole.

All right, proper motion to the count. Ms. Jensen, please call the roll.

Yes.

Yes.

Yes.

Aye.

Respectfully, no.

Excuse.

Yes. All right. That vote is five to one to the Committee of the Whole. Congratulations and thank you, sponsors. All right. I'm disappointed that I'm not hearing ayes and yeses. This is disappointing to all of you. Senator Bridges will lecture us all. All right, members, that's it. We have once again concluded everything that has been assigned to us. As far as I know, we're not meeting tomorrow, but we'll see what the rest of today brings. Judiciary Committee is adjourned for now.

Thank you.