Amendment in the Nature of a Substitute to S 1854, the Hart Scott Rodino Antitrust Improvements Act.
Re: increase in the size of transaction threshold for HSR proceedings.
Date: October 19, 2000.
Sponsor: Sen. Jeff Sessions (R-AL).
Source: Library of Congress.

Editor's Notes:
 • This amendment (No. 4333) was adopted by the Senate by unanimous consent on October 19, 2000.
 • It was introduced by Sen. Sessions for the sponsors of the original bill, Sen. Orrin Hatch (R-UT), Sen. Mike DeWine (R-OH), and Sen. Herb Kohl (D-WI).

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.