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[Congressional Bills 106th Congress]
[From the U.S. Government Publishing Office]
[S. 1854 Reported in Senate (RS)]

                                                       Calendar No. 576
106th CONGRESS
  2d Session
                                S. 1854

  To reform the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

_______________________________________________________________________

                   IN THE SENATE OF THE UNITED STATES

                            November 4, 1999

   Mr. Hatch (for himself, Mr. Kohl, and Mr. DeWine) introduced the 
 following bill; which was read twice and referred to the Committee on 
                             the Judiciary

                              May 25, 2000

                Reported by Mr. Hatch, with an amendment
 [Strike out all after the enacting clause and insert the part printed 
                               in italic]

_______________________________________________________________________

                                 A BILL

 
  To reform the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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

<DELETED>SECTION 1. SHORT TITLE.</DELETED>

<DELETED>    This Act may be cited as the ``Hart-Scott-Rodino Antitrust 
Improvements Act of 1999''.</DELETED>

<DELETED>SEC. 2. INCREASE IN THE SIZE OF THE TRANSACTION 
              THRESHOLDS.</DELETED>

<DELETED>    (a) In General.--Section 7A(a) of the Clayton Act (15 
U.S.C. 18a(a)) is amended--</DELETED>
        <DELETED>    (1) in paragraph (3)(B), by striking 
        ``$15,000,000'' and inserting ``$35,000,000''; and</DELETED>
        <DELETED>    (2) by adding at the end the following: ``The 
        filing threshold established in paragraph (3)(B) shall be 
        adjusted by the Federal Trade Commission on January 1, 2005, 
        and each year thereafter, in the same manner as is set forth in 
        section 8(a)(5) of the Clayton Act (15 U.S.C. 19(a)(5)). The 
        adjusted amount shall be rounded to the nearest $1,000,000. As 
        soon as practicable, but not later than January 31 of each 
        year, the Federal Trade Commission shall publish the adjusted 
        amount required by this paragraph.''.</DELETED>
<DELETED>    (b) Filing Fees.--Section 605 of Public Law 101-162 (103 
Stat. 1031; 15 U.S.C. 18a note) is transferred to section 7A of the 
Clayton Act (15 U.S.C. 18a(a)) as subsection (k) and amended to read as 
follows:</DELETED>
<DELETED>    ``(k)(1)(A) The Federal Trade Commission shall assess and 
collect filing fees which shall be paid by persons acquiring voting 
securities or assets who are required to file premerger notifications 
by this section.</DELETED>
<DELETED>    ``(B) The filing fee shall be--</DELETED>
        <DELETED>    ``(i) $45,000 if, as a result of the acquisition, 
        the acquiring person would hold an aggregate total amount of 
        the voting securities and assets of the acquired person in an 
        amount of at least $35,000,000 but not exceeding $100,000,000; 
        and</DELETED>
        <DELETED>    ``(ii) $100,000 if the total amount referred to in 
        clause (i) is greater than $100,000,000.</DELETED>
<DELETED>    ``(2) When the filing threshold established in subsection 
(a)(3)(B) is adjusted pursuant to subsection (a), the $35,000,000 
threshold established in paragraph (1)(B)(i) shall be adjusted to the 
same amount.</DELETED>
<DELETED>    ``(3) No notification shall be considered filed until 
payment of the fee required by this subsection.</DELETED>
<DELETED>    ``(4) Fees collected pursuant to this subsection shall be 
divided and credited as provided in section 605 of Public Law 101-162 
(103 Stat. 1031; 15 U.S.C. 18a note) (as in effect on the day before 
the date of enactment of this subsection).''.</DELETED>

<DELETED>SEC. 3. INFORMATION AND DOCUMENTARY REQUESTS.</DELETED>

<DELETED>    (a) In General.--Section 7A(e) of the Clayton Act (15 
U.S.C. 18a(e)) is amended--</DELETED>
        <DELETED>    (1) in paragraph (1)--</DELETED>
                <DELETED>    (A) by inserting ``(A)'' after ``(1)''; 
                and</DELETED>
                <DELETED>    (B) by inserting at the end the 
                following:</DELETED>
<DELETED>    ``(B)(i) A request for additional information or 
documentary material under this paragraph shall be limited to--
</DELETED>
        <DELETED>    ``(I) information or documentary material that is 
        not unreasonably cumulative or duplicative; and</DELETED>
        <DELETED>    ``(II) information or documentary material that 
        does not impose a burden or expense that substantially 
        outweighs the likely benefit of the information to the 
        Assistant Attorney General or Federal Trade Commission in 
        conducting a preliminary antitrust review of the proposed 
        acquisition.</DELETED>
<DELETED>    ``(ii) A person shall be deemed to have substantially 
complied with a request for additional information or documentary 
material if that person's response to the request does not contain any 
deficiency that materially impairs the ability of the Assistant 
Attorney General or the Federal Trade Commission to conduct a 
preliminary antitrust review of the proposed acquisition.</DELETED>
<DELETED>    ``(iii) The Assistant Attorney General or the Federal 
Trade Commission shall, when requesting additional information or 
documentary material, set forth a specific summary of the competitive 
concerns presented by the proposed acquisition and the relation between 
such concerns and the additional information or documentary material 
requested.'';</DELETED>
        <DELETED>    (2) in paragraph (2), by striking ``20 days'' and 
        inserting ``30 days''; and</DELETED>
        <DELETED>    (3) by adding at the end the following:</DELETED>
<DELETED>    ``(3)(A)(i) The acquiring person, or the person whose 
voting securities or assets are being acquired, may certify the 
substantial compliance of that person with a request for additional 
information or documentary material.</DELETED>
<DELETED>    ``(ii) The Assistant Attorney General or Federal Trade 
Commission shall have 20 days from the date on which substantial 
compliance is certified under clause (i) in which to issue a notice 
specifying with particularity the basis for any asserted 
deficiency.</DELETED>
<DELETED>    ``(iii) If the Assistant Attorney General or Federal Trade 
Commission does not issue a notice of deficiency as specified under 
clause (ii) within the 20-day period provided in clause (ii), then the 
person responding to the request for additional information or 
documentary material shall be deemed to have substantially complied 
with the request.</DELETED>
<DELETED>    ``(B) The Assistant Attorney General and the Federal Trade 
Commission shall jointly issue guidelines relating to second requests 
and the steps that a person responding to a request for additional 
information or documentary material can take to comply.</DELETED>
<DELETED>    ``(4)(A) The acquiring person, or the person whose voting 
securities or assets are being acquired, may petition the designated 
United States magistrate judge in the United States District Court for 
the District of Columbia for expedited review of a request for the 
submission of additional information or documentary material relevant 
to the proposed acquisition under this subsection.</DELETED>
<DELETED>    ``(B) The petition under this paragraph shall be filed not 
later than 7 days after--</DELETED>
        <DELETED>    ``(i) the issuance of the request for the 
        submission of additional information or documentary material; 
        or</DELETED>
        <DELETED>    ``(ii) the issuance of a notice of deficiency as 
        specified under paragraph (3)(A)(ii).</DELETED>
<DELETED>    ``(C) A petition for review pursuant to this paragraph 
shall be limited to whether the request for additional information or 
documentary material made pursuant to paragraph (1)--</DELETED>
        <DELETED>    ``(i) is unreasonably cumulative or 
        duplicative;</DELETED>
        <DELETED>    ``(ii) imposes a burden or expense that 
        substantially outweighs any likely benefit to the Assistant 
        Attorney General or Federal Trade Commission in conducting a 
        preliminary antitrust review of the proposed acquisition; 
        or</DELETED>
        <DELETED>    ``(iii) has been substantially complied with by 
        the petitioning person.</DELETED>
<DELETED>    ``(D) If a person does not prevail on the petition of that 
person filed under this paragraph, then the extended waiting period 
specified in paragraph (2) shall be further extended in an amount of 
days equal to the amount of days taken to resolve any such petition for 
expedited review.</DELETED>
<DELETED>    ``(E)(i) The determination of the United States magistrate 
judge under this paragraph may be appealed by either party to the 
United States District Court for the District of Columbia.</DELETED>
<DELETED>    ``(ii) The District Court shall review the determination 
of the United States magistrate judge under a clearly erroneous 
standard.</DELETED>
<DELETED>    ``(iii) The decision of the District Court shall be final 
and not appealable and shall be issued on an expedited basis.</DELETED>
<DELETED>    ``(F) A petitioning person under this paragraph has 
substantially complied with the request for additional information or 
documentary material relevant to the proposed acquisition under this 
subsection if there is an absence of any deficiency in the submission 
of that person that materially impairs the ability of the Assistant 
Attorney General or Federal Trade Commission to conduct a preliminary 
antitrust review of the proposed acquisition.</DELETED>
<DELETED>    ``(G) The petitioning person under this paragraph shall 
bear the burden of establishing by a preponderance of the evidence that 
the request for additional information or documentary material--
</DELETED>
        <DELETED>    ``(i) is unreasonably cumulative or duplicative; 
        or</DELETED>
        <DELETED>    ``(ii) imposes a burden or expense that 
        substantially outweighs any likely benefit to the Assistant 
        Attorney General or Federal Trade Commission in conducting a 
        preliminary antitrust review of the proposed 
        acquisition.</DELETED>
<DELETED>    ``(H) The Assistant Attorney General or the Federal Trade 
Commission shall bear the burden of establishing by a preponderance of 
the evidence that the petitioning person under this paragraph has not 
substantially complied with the request for additional information or 
documentary material.''.</DELETED>
<DELETED>    (b) Magistrate for Reviewing Filings Appeals.--The chief 
judge of the United States District Court for the District of Columbia 
shall designate a United States magistrate judge for that district who 
shall have primary responsibility for reviewing petitions filed 
pursuant to section 7A(e)(3) of the Clayton Act as added by subsection 
(a).</DELETED>

<DELETED>SEC. 4. CALCULATION OF FILING PERIODS.</DELETED>

<DELETED>    Section 7A(a) of the Clayton Act (15 U.S.C. 18a) is 
amended by adding at the end the following:</DELETED>
<DELETED>    ``(l) If the end of any period of time provided in this 
section falls on a Saturday, Sunday, or legal holiday, then that period 
shall be extended to the end of the following business 
day.''.</DELETED>

<DELETED>SEC. 5. ADDITIONAL REQUIREMENTS FOR ANNUAL REPORTS.</DELETED>

<DELETED>    Section 7A(j) of the Clayton Act (15 U.S.C. 18a(j)) is 
amended by--</DELETED>
        <DELETED>    (1) inserting ``(1)'' after ``(j)''; and</DELETED>
        <DELETED>    (2) inserting at the end the following:</DELETED>
<DELETED>    ``(2) Beginning with the report filed in 2001, the Federal 
Trade Commission, with the concurrence of the Assistant Attorney 
General, shall include in the report to Congress required by this 
subsection--</DELETED>
        <DELETED>    ``(A) the number of notifications filed under this 
        section;</DELETED>
        <DELETED>    ``(B) the number of notifications filed in which 
        the Assistant Attorney General or Federal Trade Commission 
        requested the submission of additional information or 
        documentary material relevant to the proposed 
        acquisition;</DELETED>
        <DELETED>    ``(C) data relating to the length of time for 
        parties to comply with requests for the submission of 
        additional information or documentary material relevant to the 
        proposed acquisition;</DELETED>
        <DELETED>    ``(D) the number of petitions filed with the 
        designated United States magistrate judge for expedited review 
        of a request for the submission of additional information or 
        documentary material relevant to the proposed acquisition and 
        the manner in which such petitions were resolved;</DELETED>
        <DELETED>    ``(E) data relating to the volume (in number of 
        boxes or pages) of materials submitted pursuant to requests for 
        additional information or documentary material; and</DELETED>
        <DELETED>    ``(F) the number of notifications filed in which a 
        request for additional information or documentary materials was 
        made but never complied with prior to resolution of the 
        case.''.</DELETED>

<DELETED>SEC. 6. CONFORMING AMENDMENTS TO CERTAIN 
              REGULATIONS.</DELETED>

<DELETED>    (a) In General.--The thresholds established by rule and 
promulgated as 16 C.F.R. 802.20 shall be adjusted by the Federal Trade 
Commission on January 1, 2005, and each year thereafter, in the same 
manner as is set forth in section 8(a)(5) of the Clayton Act (15 U.S.C. 
19(a)(5)). The adjusted amount shall be rounded to the nearest 
$1,000,000.</DELETED>
<DELETED>    (b) Publication.--As soon as practicable, but not later 
than January 31 of each year, the Federal Trade Commission shall 
publish the adjusted amount required by this subsection (a).</DELETED>

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Hart-Scott-Rodino Antitrust 
Improvements Act of 2000''.

SEC. 2. INCREASE IN THE SIZE OF THE TRANSACTION THRESHOLDS.

    (a) In General.--Section 7A(a) of the Clayton Act (15 U.S.C. 
18a(a)) is amended--
            (1) in paragraph (3)(B), by striking ``$15,000,000'' and 
        inserting ``$50,000,000''; and
            (2) by adding at the end the following: ``The filing 
        threshold established in paragraph (3)(B) shall be adjusted by 
        the Federal Trade Commission on January 1, 2005, and each year 
        thereafter, in the same manner as is set forth in section 
        8(a)(5) of the Clayton Act (15 U.S.C. 19(a)(5)). The adjusted 
        amount shall be rounded to the nearest $1,000,000. As soon as 
        practicable, but not later than January 31 of each year, the 
        Federal Trade Commission shall publish the adjusted amount 
        required by this paragraph.''.
    (b) Filing Fees.--Section 605 of Public Law 101-162 (103 Stat. 
1031; 15 U.S.C. 18a note) is amended to read as follows:
    ``Sec. 605.(a)(1) The Federal Trade Commission shall assess and 
collect filing fees which shall be paid by persons acquiring voting 
securities or assets who are required to file premerger notifications 
by this section.
    ``(2) The filing fee shall be--
            ``(A) $45,000 if, as a result of the acquisition, the 
        acquiring person would hold an aggregate total amount of the 
        voting securities and assets of the acquired person in an 
        amount of at least $50,000,000 but not exceeding $100,000,000;
            ``(B) $100,000 if the total amount referred to in clause 
        (i) is greater than $100,000,000 but not exceeding 
        $1,000,000,000; and
            ``(C) $200,000 if the total amount referred to in clause 
        (i) is greater than $1,000,000,000.
    ``(2) When the filing threshold established in subsection (a)(3)(B) 
is adjusted pursuant to subsection (a), the $50,000,000 threshold 
established in paragraph (1)(B)(i) shall be adjusted to the same 
amount.
    ``(3) No notification shall be considered filed until payment of 
the fee required by this subsection.
    ``(4) Fees collected pursuant to this subsection shall be divided 
and credited as provided in section 605 of Public Law 101-162 (103 
Stat. 1031; 15 U.S.C. 18a note) (as in effect on the day before the 
date of enactment of this subsection).''.

SEC. 3. INFORMATION AND DOCUMENTARY REQUESTS.

    Section 7A(e)(1) of the Clayton Act (15 U.S.C. 18a(e)) is 
amended)--
            (1) by inserting ``(A)'' after ``(1)''; and
            (2) by inserting at the end the following:
    ``(B)(i) The Assistant Attorney General and the Federal Trade 
Commission shall each designate a senior official not directly having 
supervisory responsibility in, or having responsibility for, the review 
of any enforcement recommendation under this section concerning the 
transaction at issue to hear any petition filed by the acquiring person 
or the person whose voting securities or assets are to be acquired, to 
determine--
            ``(I) whether the request for additional information or 
        documentary material is unreasonably cumulative, unduly 
        burdensome or duplicative; or
            ``(II) whether the request for additional information or 
        documentary material has been substantially complied with by 
        the petitioning person.
    ``(ii) Internal review procedures for petitions filed pursuant to 
clause (i) shall include reasonable deadlines for expedited review of 
any such petitions filed, after reasonable negotiations with 
investigative staff, in order to avoid undue delay of the merger review 
process.
    ``(iii) Upon the date of enactment of the Hart-Scott-Rodino 
Antitrust Improvements Act of 2000, the Assistant Attorney General and 
the Federal Trade Commission shall conduct an internal review and 
implement reforms of the merger review process in order to eliminate 
unnecessary burden, remove costly duplication, and eliminate undue 
delay, in order to achieve a more effective and more efficient merger 
review process.
    ``(iv) Not later than 120 days after the date of enactment of the 
Hart-Scott-Rodino Antitrust Improvements Act of 2000, the Assistant 
Attorney General and the Federal Trade Commission shall issue or amend 
their respective industry guidance, regulations, operating manuals and 
relevant policy documents, where appropriate, to implement each reform 
in this subparagraph.
    ``(v) Not later than 180 days after the date of enactment of the 
Hart-Scott-Rodino Antitrust Improvements Act of 2000, the Assistant 
Attorney General and the Federal Trade Commission shall each report to 
Congress--
            ``(I) what reforms each agency has adopted under this 
        subparagraph;
            ``(II) what steps each has taken to implement such internal 
        reforms; and
            ``(III) the effects of those reforms.''.

SEC. 4. CALCULATION OF FILING PERIODS.

    Section 7A of the Clayton Act (15 U.S.C. 18a) is amended--
            (1) in subsection (e)(2), by striking ``20 days'' and 
        inserting ``30 days''; and
            (2) by adding at the end the following:
    ``(k) If the end of any period of time provided in this section 
falls on a Saturday, Sunday, or legal holiday, then that period shall 
be extended to the end of the following business day.''.

SEC. 5. ADDITIONAL REQUIREMENTS FOR ANNUAL
              REPORTS.

    Section 7A(j) of the Clayton Act (15 U.S.C. 18a(j)) is amended by--
            (1) inserting ``(1)'' after ``(j)''; and
            (2) inserting at the end the following:
    ``(2) Beginning with the report filed in 2001, the Federal Trade 
Commission, in consultation with the Assistant Attorney General, shall 
include in the report to Congress required by this subsection--
            ``(A) the number of notifications filed under this section;
            ``(B) the number of notifications filed in which the 
        Assistant Attorney General or Federal Trade Commission 
        requested the submission of additional information or 
        documentary material relevant to the proposed acquisition;
            ``(C) data relating to the length of time for parties to 
        comply with requests for the submission of additional 
        information or documentary material relevant to the proposed 
        acquisition;
            ``(D) the number of petitions filed pursuant to rules and 
        regulations promulgated under this Act regarding a request for 
        the submission of additional information or documentary 
        material relevant to the proposed acquisition and the manner in 
        which such petitions were resolved;
            ``(E) data relating to the volume (in number of boxes or 
        pages) of materials submitted pursuant to requests for 
        additional information or documentary material; and
            ``(F) the number of notifications filed in which a request 
        for additional information or documentary materials was made 
        but never complied with prior to resolution of the case.''.

SEC. 6. CONFORMING AMENDMENTS TO CERTAIN REGULATIONS.

    (a) In General.--The thresholds established by rule and promulgated 
as 16 C.F.R. 802.20 shall be adjusted by the Federal Trade Commission 
on January 1, 2005, and each year thereafter, in the same manner as is 
set forth in section 8(a)(5) of the Clayton Act (15 U.S.C. 19(a)(5)). 
The adjusted amount shall be rounded to the nearest $1,000,000.
    (b) Publication.--As soon as practicable, but not later than 
January 31 of each year, the Federal Trade Commission shall publish the 
adjusted amount required by this subsection (a).

                                                       Calendar No. 576

106th CONGRESS

  2d Session

                                S. 1854

_______________________________________________________________________

                                 A BILL

  To reform the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

_______________________________________________________________________

                              May 25, 2000

                       Reported with an amendment
```