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







106th CONGRESS
  1st 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

_______________________________________________________________________

                                 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,

SECTION 1. SHORT TITLE.

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

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 ``$35,000,000''; 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 transferred to section 7A of the Clayton 
Act (15 U.S.C. 18a(a)) as subsection (k) and amended to read as 
follows:
    ``(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.
    ``(B) The filing fee shall be--
            ``(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
            ``(ii) $100,000 if the total amount referred to in clause 
        (i) is greater than $100,000,000.
    ``(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.
    ``(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.

    (a) In General.--Section 7A(e) of the Clayton Act (15 U.S.C. 
18a(e)) is amended--
            (1) in paragraph (1)--
                    (A) by inserting ``(A)'' after ``(1)''; and
                    (B) by inserting at the end the following:
    ``(B)(i) A request for additional information or documentary 
material under this paragraph shall be limited to--
            ``(I) information or documentary material that is not 
        unreasonably cumulative or duplicative; and
            ``(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.
    ``(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.
    ``(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.'';
            (2) in paragraph (2), by striking ``20 days'' and inserting 
        ``30 days''; and
            (3) by adding at the end the following:
    ``(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.
    ``(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.
    ``(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.
    ``(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.
    ``(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.
    ``(B) The petition under this paragraph shall be filed not later 
than 7 days after--
            ``(i) the issuance of the request for the submission of 
        additional information or documentary material; or
            ``(ii) the issuance of a notice of deficiency as specified 
        under paragraph (3)(A)(ii).
    ``(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)--
            ``(i) is unreasonably cumulative or duplicative;
            ``(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
            ``(iii) has been substantially complied with by the 
        petitioning person.
    ``(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.
    ``(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.
    ``(ii) The District Court shall review the determination of the 
United States magistrate judge under a clearly erroneous standard.
    ``(iii) The decision of the District Court shall be final and not 
appealable and shall be issued on an expedited basis.
    ``(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.
    ``(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--
            ``(i) is unreasonably cumulative or duplicative; or
            ``(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.
    ``(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.''.
    (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).

SEC. 4. CALCULATION OF FILING PERIODS.

    Section 7A(a) of the Clayton Act (15 U.S.C. 18a) is amended by 
adding at the end the following:
    ``(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.''.

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, with the concurrence of 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 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;
            ``(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).
                                 <all>