The dollar figure that decides whether your sale triggers a mandatory federal antitrust review just went up. As of mid February it sits at 133.9 million dollars in transaction value. Plenty of mid sized deals fall below that line. If yours is one of them you might assume the regulators are not part of your story. That assumption is getting riskier every year.
Start with the federal piece because it is the clearest. Each year the Federal Trade Commission adjusts the threshold under the Hart Scott Rodino Act, the law that requires parties to larger deals to notify federal antitrust agencies and observe a waiting period before closing. For 2026 the minimum size of transaction threshold rose from 126.4 million dollars to 133.9 million, effective February 17. The practical takeaway for many owners whose deals land in the tens of millions of dollars is simple. A straightforward sale in that range usually will not require a federal premerger filing. On its face that points toward a cleaner and quieter process.
Now the part most owners have not caught up to. States are building their own merger notification regimes. Washington became the first to adopt a broad version, effective in late July 2025. Colorado followed in early August 2025. In February of this year California signed its own version into law, set to take effect on January 1, 2027. Other states including Indiana have legislation moving through the pipeline. These laws generally track the Uniform Antitrust Premerger Notification Act, with state specific variations. In broad terms they require a party that files a federal HSR form to send a copy to the state attorney general.
I want to be precise about what this does and does not mean for a smaller seller, because the honest answer matters more than a scary headline. As written, most of these state laws are tied to the federal filing. If your deal is below the federal threshold and you are not filing the federal form, you generally would not trigger the state copy requirement either. So for a typical sale below 133.9 million dollars, this new wave of state laws may not touch you directly. I would rather tell you that plainly than imply a threat that is not there.
So why should you care. There are three reasons.
First, the direction of travel. A few years ago state level merger notification outside of specific industries did not exist. Washington and Colorado already have effective versions. California has enacted its version, which takes effect January 1, 2027. Other states have considered or introduced similar legislation. The clear trend is more eyes on deals and more agencies that want visibility, not fewer. Owners planning a sale a few years out are planning into a more crowded map than the one in front of us today.
Second, the sector carve outs already reach smaller deals. Several states have separate pre transaction notification rules for specific industries, healthcare most of all. Those regimes often capture transactions well below any general merger threshold. If you own a business in healthcare services or a handful of other watched sectors, the size of your deal may not protect you from a state level notice requirement that has nothing to do with the federal threshold.
Third, below threshold does not mean invisible. Federal and state enforcers have made clear they can scrutinize deals that fall under the formal filing lines, especially in concentrated local markets. A roll up that quietly buys up most of the capacity in one metro can draw attention even if no single deal was ever reportable. Being too small for a mandatory filing is not the same as being beneath notice.
This is exactly the kind of moving target that argues for the right people in the room. In my latest book The Business Sale Paradox I write about the Core Four. These are the four advisors who shape your outcome more than any others. The investment banker. The M and A attorney. The CPA. And the wealth advisor. You sell a business once. They do this for a living. The shifting regulatory map is a clean illustration of why the attorney seat is not optional.
A good M and A attorney already knows which states have adopted these laws, which ones are coming, and whether your industry sits inside a sector specific regime. That knowledge is not something you can pick up from a headline or a blog post, including this one. The point of understanding the trend is not to turn yourself into a lawyer. It is to know enough to ask the question early, so the answer arrives during planning rather than during a scramble two weeks before closing.
The federal bar going up sounds like one less thing to worry about. In isolation it is. But the regulatory environment around selling a business is not getting simpler. It is fragmenting. The owners who treat that as a reason to build the right team early are the ones who will not be caught off guard by it.
More on the Core Four and building the team that protects your deal in The Business Sale Paradox.
This account is personal, and all views are my own. Content is presented for general education only, not investment advice. The content presented in this article is for informational and entertainment purposes only. Nothing contained herein should be construed as financial, investment, legal, tax, or other professional advice. The information provided reflects personal opinions and general commentary based on publicly available information and personal experience. It is not intended to be, and should not be relied upon as, a substitute for advice from a qualified financial advisor, attorney, accountant, or other licensed professional who can consider your individual circumstances. While I believe the information presented is accurate, I make no guarantee that it is complete, current, or free from error. Any actions taken based on this content are at your own risk. By reading this content, you acknowledge that you are solely responsible for your own decisions and outcomes. As a Registered Investment Adviser, I am subject to regulatory oversight, and this content is maintained separately from my advisory practice. This article was drafted with the assistance of artificial intelligence.