[Congressional Record Volume 146, Number 132 (Thursday, October 19, 2000)]
[Senate]
[Pages S10848-S10850]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]




          HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 2000

  Mr. SESSIONS. Mr. President, I ask unanimous consent that the Senate 
now proceed to the consideration of Calendar No. 576, S. 1854.
  The PRESIDING OFFICER. The clerk will state the bill by title.
  The legislative clerk read as follows:

       A bill (S. 1854) to reform the Hart-Scott-Rodino Antitrust 
     Improvements Act of 1976.

  There being no objection, the Senate proceeded to consider the bill, 
which had been reported from the Committee on the Judiciary, with an 
amendment, as follows:
  [Strike out all after the enacting clause and insert the part printed 
in italic.]

     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--

[[Page S10849]]

       ``(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).


                           Amendment No. 4333

  Mr. SESSIONS. Mr. President, I send an amendment to the desk and ask 
for its immediate consideration.
  The PRESIDING OFFICER. The clerk will report.
  The legislative clerk read as follows:

       The Senator from Alabama [Mr. Sessions], for Mr. Hatch, for 
     himself, Mr. Leahy, Mr. DeWine, and Mr. Kohl, proposes an 
     amendment numbered 4333.

  The amendment is as follows:

       In lieu of the matter proposed to be inserted, insert the 
     following:

     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.

  Mr. SESSIONS. Mr. President, I ask unanimous consent that the 
amendment be agreed to, the committee substitute be agreed to, as 
amended, the bill be read the third time and passed, the motion to 
reconsider be laid upon the table, and that any statements relating to 
the bill be printed at this point in the Record.

[[Page S10850]]

  The PRESIDING OFFICER. Without objection, it is so ordered.
  The amendment (No. 4333) was agreed to.
  The committee amendment, in the nature of a substitute, as amended, 
was agreed to.
  The bill (S. 1854), as amended, was read the third time and passed.

                          ____________________