106TH CONGRESS

2D SESSION S. 1854

AN ACT

To reform the Hart-Scott-Rodino Antitrust Improvements

Act of 1976.

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled,

3 SECTION 1. SHORT TITLE.

4 This Act may be cited as the ‘‘21st Century Acquisi5 tion Reform and Improvement Act of 2000’’.
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1 SEC. 2. MODIFICATION OF NOTIFICATION REQUIREMENT.

2 Section 7A(a) of the Clayton Act (15 U.S.C. 18a(a))

3 is amended to read as follows:

4 ‘‘(a) Except as exempted pursuant to subsection (c),

5 no person shall acquire, directly or indirectly, any voting

6 securities or assets of any other person, unless both per7 sons (or in the case of a tender offer, the acquiring person)

8 file notification pursuant to rules under subsection (d)(1)

9 and the waiting period described in subsection (b)(1) has

10 expired, if—

11 ‘‘(1) the acquiring person, or the person whose

12 voting securities or assets are being acquired, is en13 gaged in commerce or in any activity affecting com14 merce; and

15 ‘‘(2) as a result of such acquisition, the acquir16 ing person would hold an aggregate total amount of

17 the voting securities and assets of the acquired

18 person—

19 ‘‘(A) in excess of $200,000,000 (as ad20 justed and published for the first fiscal year be21 ginning after September 30, 2002, and each

22 third fiscal year thereafter, in the same manner

23 as provided in section 8(a)(5) of this Act to re24 flect the percentage change in the gross na25 tional product for such fiscal year compared to
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1 the gross national product for the year ending

2 September 30, 2001); or

3 ‘‘(B)(i) in excess of $50,000,000 (as so ad4 justed and published) but not in excess of

5 $200,000,000 (as so adjusted and published);

6 and

7 ‘‘(ii)(I) any voting securities or assets of a

8 person engaged in manufacturing which has an9 nual net sales or total assets of $10,000,000

10 (as so adjusted and published) or more are

11 being acquired by any person which has total

12 assets or annual net sales of $100,000,000 (as

13 so adjusted and published) or more;

14 ‘‘(II) any voting securities or assets of a

15 person not engaged in manufacturing which has

16 total assets of $10,000,000 (as so adjusted and

17 published) or more are being acquired by any

18 person which has total assets or annual net

19 sales of $100,000,000 (as so adjusted and pub20 lished) or more; or

21 ‘‘(III) any voting securities or assets of a

22 person with total assets or annual net sales of

23 $100,000,000 (as so adjusted and published) or

24 more are being acquired by any person with
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1 total assets or annual net sales of $10,000,000

2 (as so adjusted and published) or more.

3 In the case of a tender offer, the person whose voting secu4 rities are sought to be acquired by a person required to

5 file notification under this subsection shall file notification

6 pursuant to rules under subsection (d).’’.

7 SEC. 3. INFORMATION AND DOCUMENTARY REQUESTS.

8 Section 7A(e)(1) of the Clayton Act (15 U.S.C.

9 18a(e)(1)) is amended—

10 (1) by inserting ‘‘(A)’’ after ‘‘(1)’’; and

11 (2) by adding at the end the following:

12 ‘‘(B)(i) The Assistant Attorney General and the Fed13 eral Trade Commission shall each designate a senior offi14 cial who does not have direct responsibility for the review

15 of any enforcement recommendation under this section

16 concerning the transaction at issue to hear any petition

17 filed by such person to determine—

18 ‘‘(I) whether the request for additional informa19 tion or documentary material is unreasonably cumu20 lative, unduly burdensome, or duplicative; or

21 ‘‘(II) whether the request for additional infor22 mation or documentary material has been substan23 tially complied with by the petitioning person.

24 ‘‘(ii) Internal review procedures for petitions filed

25 pursuant to clause (i) shall include reasonable deadlines
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1 for expedited review of such petitions, after reasonable ne2 gotiations with investigative staff, in order to avoid undue

3 delay of the merger review process.

4 ‘‘(iii) Not later than 90 days after the date of the

5 enactment of the 21st Century Acquisition Reform and

6 Improvement Act of 2000, the Assistant Attorney General

7 and the Federal Trade Commission shall conduct an inter8 nal review and implement reforms of the merger review

9 process in order to eliminate unnecessary burden, remove

10 costly duplication, and eliminate undue delay, in order to

11 achieve a more effective and more efficient merger review

12 process.

13 ‘‘(iv) Not later than 120 days after the date of the

14 enactment of the 21st Century Acquisition Reform and

15 Improvement Act of 2000, the Assistant Attorney General

16 and the Federal Trade Commission shall issue or amend

17 their respective industry guidance, regulations, operating

18 manuals, and relevant policy documents, to the extent ap19 propriate, to implement each reform in this subparagraph.

20 ‘‘(v) Not later than 180 days after the date of the

21 enactment of the 21st Century Acquisition Reform and

22 Improvement Act of 2000, the Assistant Attorney General

23 and the Federal Trade Commission shall each report to

24 Congress—
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1 ‘‘(I) which reforms each agency has adopted

2 under this subparagraph;

3 ‘‘(II) which steps each agency has taken to im4 plement internal reforms under this subparagraph;

5 and

6 ‘‘(III) the effects of such reforms.’’.

7 SEC. 4. CALCULATION OF TIME PERIODS.

8 Section 7A of the Clayton Act (15 U.S.C. 18a) is

9 amended—

10 (1) in subsection (e)(2), by striking ‘‘20 days’’

11 and inserting ‘‘30 days’’; and

12 (2) by adding at the end the following:

13 ‘‘(k) If the end of any period of time provided in this

14 section falls on a Saturday, Sunday, or legal public holiday

15 (as defined in section 6103(a) of title 5, United States

16 Code), then such period shall be extended to the end of

17 the next day that is not a Saturday, Sunday, or legal pub18 lic holiday.’’.

19 SEC. 5. ADDITIONAL REQUIREMENTS FOR ANNUAL

20 REPORTS.

21 Section 7A(j) of the Clayton Act (15 U.S.C. 18a(j))

22 is amended—

23 (1) by inserting ‘‘(1)’’ after ‘‘(j)’’; and

24 (2) by adding at the end the following:
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1 ‘‘(2) Beginning with the report filed in 2001, the

2 Federal Trade Commission, in consultation with the As3 sistant Attorney General, shall include in the report to

4 Congress required by this subsection—

5 ‘‘(A) the number of notifications filed under

6 this section;

7 ‘‘(B) the number of notifications filed in which

8 the Assistant Attorney General or Federal Trade

9 Commission requested the submission of additional

10 information or documentary material relevant to the

11 proposed acquisition;

12 ‘‘(C) data relating to the length of time for par13 ties to comply with requests for the submission of

14 additional information or documentary material rel15 evant to the proposed acquisition;

16 ‘‘(D) the number of petitions filed pursuant to

17 rules and regulations promulgated under this Act re18 garding a request for the submission of additional

19 information or documentary material relevant to the

20 proposed acquisition and the manner in which such

21 petitions were resolved;

22 ‘‘(E) data relating to the volume (in number of

23 boxes or pages) of materials submitted pursuant to

24 requests for additional information or documentary

25 material; and
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1 ‘‘(F) the number of notifications filed in which

2 a request for additional information or documentary

3 materials was made but never complied with prior to

4 resolution of the case.’’.

5 SEC. 6. CONFORMING AMENDMENTS TO CERTAIN REGULA6 TIONS.

7 (a) IN GENERAL.—The thresholds established by rule

8 and promulgated as 16 C.F.R. 802.20 shall be adjusted

9 by the Federal Trade Commission on January 1, 2003,

10 and each third year thereafter, in the same manner as is

11 set forth in section 8(a)(5) of the Clayton Act (15 U.S.C.

12 19(a)(5)). The adjusted amount shall be rounded to the

13 nearest $1,000,000.

14 (b) PUBLICATION.—As soon as practicable, but not

15 later than January 31, 2003, and each third year there16 after, the Federal Trade Commission shall publish the ad17 justed amount required by this subsection (a).

18 SEC. 7. EFFECTIVE DATE.

19 This Act, and the amendments made by this Act,

20 shall take effect on the first day of the first month that
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1 begins more than 30 days after the date of the enactment

2 of this Act.

Passed the Senate October 19 (legislative day, September 22), 2000.

Attest:

Secretary.

106TH CONGRESS

2D SESSION S. 1854

AN ACT

To reform the Hart-Scott-Rodino Antitrust

Improvements Act of 1976.