21st Century Acquisition Reform and Improvement Act of 2000

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``21st Century Acquisition Reform and 
Improvement Act of 2000''.

SEC. 2. MODIFICATION OF NOTIFICATION REQUIREMENT.

    Section 7A(a) of the Clayton Act (15 U.S.C. 18a(a)) is amended to 
read as follows:
    ``(a) Except as exempted pursuant to subsection (c), no person 
shall acquire, directly or indirectly, any voting securities or assets 
of any other person, unless both persons (or in the case of a tender 
offer, the acquiring person) file notification pursuant to rules under 
subsection (d)(1) and the waiting period described in subsection (b)(1) 
has expired, if--
            ``(1) the acquiring person, or the person whose voting 
        securities or assets are being acquired, is engaged in commerce 
        or in any activity affecting commerce; and
            ``(2) as a result of such acquisition, the acquiring person 
        would hold an aggregate total amount of the voting securities 
        and assets of the acquired person--
                    ``(A) in excess of $200,000,000 (as adjusted and 
                published for the first fiscal year beginning after 
                September 30, 2002, and each third fiscal year 
                thereafter, in the same manner as provided in section 
                8(a)(5) of this Act to reflect the percentage change in 
                the gross national product for such fiscal year 
                compared to the gross national product for the year 
                ending September 30, 2001); or
                    ``(B)(i) in excess of $50,000,000 (as so adjusted 
                and published) but not in excess of $200,000,000 (as so 
                adjusted and published); and
                    ``(ii)(I) any voting securities or assets of a 
                person engaged in manufacturing which has annual net 
                sales or total assets of $10,000,000 (as so adjusted 
                and published) or more are being acquired by any person 
                which has total assets or annual net sales of 
                $100,000,000 (as so adjusted and published) or more;
                    ``(II) any voting securities or assets of a person 
                not engaged in manufacturing which has total assets of 
                $10,000,000 (as so adjusted and published) or more are 
                being acquired by any person which has total assets or 
                annual net sales of $100,000,000 (as so adjusted and 
                published) or more; or
                    ``(III) any voting securities or assets of a person 
                with total assets or annual net sales of $100,000,000 
                (as so adjusted and published) or more are being 
                acquired by any person with total assets or annual net 
                sales of $10,000,000 (as so adjusted and published) or 
                more.
In the case of a tender offer, the person whose voting securities are 
sought to be acquired by a person required to file notification under 
this subsection shall file notification pursuant to rules under 
subsection (d).''.

SEC. 3. INFORMATION AND DOCUMENTARY REQUESTS.

    Section 7A(e)(1) of the Clayton Act (15 U.S.C. 18a(e)(1)) is 
amended--
            (1) by inserting ``(A)'' after ``(1)''; and
            (2) by adding at the end the following:
    ``(B)(i) The Assistant Attorney General and the Federal Trade 
Commission shall each designate a senior official who does not have 
direct responsibility for the review of any enforcement recommendation 
under this section concerning the transaction at issue to hear any 
petition filed by such person 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 
such petitions, after reasonable negotiations with investigative staff, 
in order to avoid undue delay of the merger review process.
    ``(iii) Not later than 90 days after the date of the enactment of 
the 21st Century Acquisition Reform and Improvement 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 the enactment of 
the 21st Century Acquisition Reform and Improvement 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, to the extent appropriate, to 
implement each reform in this subparagraph.
    ``(v) Not later than 180 days after the date of the enactment of 
the 21st Century Acquisition Reform and Improvement Act of 2000, the 
Assistant Attorney General and the Federal Trade Commission shall each 
report to Congress--
            ``(I) which reforms each agency has adopted under this 
        subparagraph;
            ``(II) which steps each agency has taken to implement 
        internal reforms under this subparagraph; and
            ``(III) the effects of such reforms.''.

SEC. 4. CALCULATION OF TIME 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 public holiday (as defined in 
section 6103(a) of title 5, United States Code), then such period shall 
be extended to the end of the next day that is not a Saturday, Sunday, 
or legal public holiday.''.

SEC. 5. ADDITIONAL REQUIREMENTS FOR ANNUAL
              REPORTS.

    Section 7A(j) of the Clayton Act (15 U.S.C. 18a(j)) is amended--
            (1) by inserting ``(1)'' after ``(j)''; and
            (2) by adding 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, 2003, and each third 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, 2003, and each third year thereafter, the Federal Trade 
Commission shall publish the adjusted amount required by this 
subsection (a).

SEC. 7. EFFECTIVE DATE.

    This Act, and the amendments made by this Act, shall take effect on 
the first day of the first month that begins more than 30 days after 
the date of the enactment of this Act.

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

            Attest:

                                                    GARY SISCO,

                                                             Secretary.

Summary: (Sec. 3) Directs the Assistant Attorney General (AAG) and the Federal Trade Commission (FTC) to each designate a senior official who does not have direct responsibility for the review of an enforcement recommendation under the Act 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 whether the request for additional information or documentary material is unreasonably cumulative, unduly burdensome, or duplicative, or has been substantially complied with by the petitioning person. Requires that internal review procedures for such petitions include reasonable deadlines for expedited review of such petitions, after reasonable negotiations with investigative staff, in order to avoid undue delay of the merger review process.
Directs the AAG and the FTC: (1) within 90 days, to 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; (2) within 120 days, to issue or amend their respective industry guidance, regulations, operating manuals, and relevant policy documents, where appropriate, to implement each reform in this section; and (3) within 180 days, to each report to Congress which reforms each agency has adopted under this section, which steps each agency has taken to implement internal reforms, and the effects of such reforms.
(Sec. 4) Amends the Clayton Act, with respect to calculating filing periods, to: (1) authorize the FTC or AAG to extend the 30-day waiting period for an additional 30 days after receipt of specified information; and (2) direct that if the end of a time period falls on a Saturday, Sunday, or holiday, that such period be extended to the end of the next day that is not a Saturday, Sunday, or holiday.
(Sec. 5) Directs the FTC, beginning with the annual report filed in 2001, to include in its report to Congress: (1) the number of notifications filed; (2) the number filed in which the AAG or FTC requested the submission of additional material relevant to the proposed acquisition; (3) data relating to the length of time for parties to comply with such requests; (4) the number of petitions filed and the manner in which they were resolved; (5) data relating to the volume of materials submitted pursuant to such requests; and (6) the number of notifications filed in which such requests were made but never complied with prior to resolution of the case.
(Sec. 6) Requires that the thresholds established by rule and promulgated in the Code of Federal Regulations be adjusted by the FTC on January 1, 2003, and each year thereafter, with the adjusted amount rounded to the nearest $1 million. Directs the FTC to publish the adjusted amount by January 31 of each year.