A Coherent National Standard for Merger Review and American Competitiveness

The map of merger review in the United States now runs through state capitals as much as it runs through Washington. A transaction can clear the Department of Justice, satisfy a sector regulator, and still be paused, challenged, or unwound by a coalition of state attorneys general acting together. For companies weighing the large, long-horizon investments that drive economic growth, this is a consequential shift, and it raises a question worth answering on the merits: what kind of merger-review system best serves American competitiveness?

The answer favors predictability. A review process grounded in evidence, applied through a coherent national standard, and knowable in advance is itself an economic asset. It allows capital to flow toward productive combinations and gives every party a clear rule against which to plan. Understanding how the landscape is changing is the first step toward making the case for the framework the country needs.

A New Layer of Merger Review Is Taking Shape

For most of the modern era, large transactions answered to a single federal pre-merger process under the Hart-Scott-Rodino Act. That is changing at the state level. In 2025, Washington and Colorado became the first two states to enact general pre-merger notification laws, requiring companies that file federal HSR notifications to submit those same filings to the state attorney general when they meet certain in-state thresholds. Washington's law took effect July 27, 2025; Colorado's followed on August 6.

Both statutes are modeled on the Uniform Antitrust Pre-Merger Notification Act, model legislation published by the nonpartisan Uniform Law Commission in 2024 and endorsed by the American Bar Association's House of Delegates in early 2025. The stated purpose is straightforward: to give state enforcers access to merger filings at the same time as federal agencies and to facilitate coordination among states.

The model is spreading. California, New York, Hawaii, Nevada, Utah, West Virginia, and the District of Columbia have introduced versions of the law, with New York's proposal reaching further than the uniform template. The practical effect is a merger-review environment in which the number of governments entitled to early notice of a transaction, and positioned to act on it, is growing.

What are state pre-merger notification laws?

State pre-merger notification laws require companies filing a federal Hart-Scott-Rodino merger notification to also submit that filing to a state attorney general when the transaction meets state-specific thresholds. Washington and Colorado enacted the first such general laws in 2025, both based on the Uniform Antitrust Pre-Merger Notification Act. The laws do not create new substantive prohibitions; they give state enforcers earlier visibility into transactions and a foundation for coordinated review.

The Most Visible Example

The clearest illustration of the new dynamic is the proposed combination of Nexstar Media Group and Tegna. Federal regulators at the FCC and the Department of Justice cleared the $6.2 billion transaction, which would create the largest broadcast station group in the country, with stations reaching roughly 80% of U.S. television households, a concentration well beyond the longstanding federal limit on a single broadcaster's national reach.

After federal clearance, a coalition of state attorneys general sued to block the deal under Section 7 of the Clayton Act. In April 2026, a federal judge granted a preliminary injunction, finding the states likely to prevail and freezing the companies' integration while the case proceeds. The coalition then grew from eight states to thirteen, and notably became bipartisan, with Republican attorneys general in Indiana, Kansas, and Pennsylvania joining Democratic colleagues. Nexstar is appealing to the Ninth Circuit.

The Nexstar case is genuinely contested on its facts, and the states have raised a serious legal theory that a court has so far credited. The point for the broader debate is structural rather than a verdict on this transaction: a deal that secured federal approval still faces the prospect of being unwound by a multi-state coalition. That sequence, federal clearance followed by state challenge, is the pattern companies must now plan around.

Predictability Is an Economic Asset

Large-scale investment depends on the ability to forecast outcomes. A company contemplating a multibillion-dollar combination commits capital, talent, and years of planning on the expectation that a defined review process will produce a defined answer. When the number of decision points multiplies and a federal clearance no longer settles the question, the calculus shifts. The risk is not merely that some deals are blocked; it is that uncertainty itself raises the cost of every transaction and discourages productive combinations that would never have raised a genuine competitive concern.

This is where the affirmative case for scale meets the case for sound process. Many of the combinations that strengthen American competitiveness — integrating complementary networks, achieving the efficiencies that lower prices, building the capacity to compete with global rivals — are precisely the transactions that draw the most scrutiny. A review system that evaluates them against clear, evidence-based standards serves the economy. A system in which the standard varies by jurisdiction and the process can reopen after it appears closed imposes a tax on growth.

State attorneys general have legitimate enforcement authority and a real role in protecting the consumers and markets within their borders. The pre-merger notification laws themselves are built on nonpartisan model legislation and are, on their face, about information-sharing. The question is not whether states may act. It is whether the country is moving toward a coherent national framework or away from one.

The Standard Worth Championing

American competitiveness is strengthened by a merger-review system with three qualities: it is grounded in evidence rather than presumption, it applies a standard that is consistent across jurisdictions, and it is predictable enough that companies can plan against it. Those principles do not favor any particular deal. They favor a market in which capital is allocated to its most productive uses and in which the rules are known to everyone in advance.

The proliferation of state-level review is a reasonable moment to make that case affirmatively. The goal is a framework in which evidence governs, scale is evaluated on its actual competitive effects rather than its size alone, and the businesses that drive American growth can invest with confidence that the rules will hold. That is a standard worth building toward — and worth defending on the merits.