Hart-Scott-Rodino

Section 7A(a) of the Clayton Act (15 U.S.C. 18a(a)) is amended to read as follows:

  1. 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--  

      1. in excess of $200,000,000 (as adjusted and published for each fiscal year beginning after September 30, 2004, in the same manner as provided in section 8(a)(5) 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, 2003); or  

      2. (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  

        1. (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;  

          1. 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

          2. any voting securities or assets of a person with annual net sales or total assets 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).'.

  1. Section 605 of title VI of Public Law 101-162 (15 U.S.C. 18a note) is amended--

    1. by inserting `(a)' after `SEC. 605.',  

    2. in the 1st sentence--  

      1. by striking `at $45,000' and inserting `in subsection (b)', and  

      2. by striking `Hart-Scott-Rodino Antitrust Improvements Act of 1976' and inserting `section 7A of the Clayton Act', and  

    3. (3) by adding at the end the following:  

      1. The filing fees referred to in subsection (a) are--   `

        1. $45,000 if the aggregate total amount determined under section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) is less than $100,000,000 (as adjusted and published for each fiscal year beginning after September 30, 2004, in the same manner as provided in section 8(a)(5) of the Clayton Act (15 U.S.C. 19(a)(5)) 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, 2003);  

        2. $125,000 if the aggregate total amount determined under section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) is not less than $100,000,000 (as so adjusted and published) but less than $500,000,000 (as so adjusted and published); and  

        3. $280,000 if the aggregate total amount determined under section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) is not less than $500,000,000 (as so adjusted and published).',  

        4. by striking `States.' and inserting `States', and  

        5. by adding a period at the end.  

      2. 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)

        2. by inserting at the end the following:  

          1. (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--  

            1. whether the request for additional information or documentary material is unreasonably cumulative, unduly burdensome, or duplicative; or  

            2. whether the request for additional information or documentary material has been substantially complied with by the petitioning person.  

              1. 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.  

              2. Not later than 90 days after the date of the enactment of this Act, 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.

              3. Not later than 120 days after the date of enactment of this Act, 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.  

              4. Not later than 180 days after the date the of enactment of this Act, the Assistant Attorney General and the Federal Trade Commission shall each report to Congress--  

                1. which reforms each agency has adopted under this subparagraph;  

                2. which steps each has taken to implement such internal reforms; and  

                3. the effects of such reforms.'.

      3. 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: 

          1. 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 of the 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.'.

      4. This section and the amendments made by this section shall take effect on the 1st day of the 1st month that begins more than 30 days after the date of the enactment of this Act.

Last Modified: Tuesday, 21-Oct-2008 11:58:00 EDT