STAND. COM. REP. NO. 525-00

                                 Honolulu, Hawaii
                                                   , 2000

                                 RE: H.B. No. 2482
                                     H.D. 1




Honorable Calvin K.Y. Say
Speaker, House of Representatives
Twentieth State Legislature
Regular Session of 2000
State of Hawaii

Sir:

     Your Committee on Consumer Protection and Commerce, to which
was referred H.B. No. 2482 entitled: 

     "A BILL FOR AN ACT RELATING TO CONTROL SHARE ACQUISITIONS,"

begs leave to report as follows:

     The purpose of this measure is to update Hawaii Revised
Statutes (HRS) chapter 415, Control Share Acquisitions, to make
business acquisitions easier in situations where the acquisition
conforms with state merger laws or is approved by the board of
directors. 

     Testimony in support of this measure was submitted by the
Commissioner of Securities of the Department of Commerce and
Consumer Affairs, the Business Law section of the Hawaii State
Bar Association, and two private attorneys. 

     Your Committee finds that this measure would eliminate the
requirement of having duplicate meetings of the board of
directors and the shareholders to approve a merger.  Hawaii law
requires a special meeting of the board of directors and
shareholders when companies intend to merge or exchange stocks.
Prior to merger, substantial amounts of shares of the company's
stock are acquired.  The accumulation of a substantial amount of
stock triggers the the Hawaii Control Shares Acquisition Act,
that requires another meeting of the board of directors and
shareholders.  This measure would reduce the cost and expense of
having duplicate meetings of the board of directors and
shareholders, thereby improving business transactions in Hawaii.

 
 
                                 STAND. COM. REP. NO. 525-00
                                 Page 2

 
     Your Committee has amended this measure to incorporate
technical nonsubstantive changes that have been made for the
purposes of clarity, style, and consistency.  

     As affirmed by the record of votes of the members of your
Committee on Consumer Protection and Commerce that is attached to
this report, your Committee is in accord with the intent and
purpose of H.B. No. 2482, as amended herein, and recommends that
it pass Second Reading in the form attached hereto as H.B. No.
2482, H.D. 1, and be placed on the calendar for Third Reading.

                                   Respectfully submitted on
                                   behalf of the members of the
                                   Committee on Consumer
                                   Protection and Commerce,



                                   ______________________________
                                   RON MENOR, Chair