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THE SENATE |
S.B. NO. |
348 |
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THIRTY-THIRD LEGISLATURE, 2025 |
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STATE OF HAWAII |
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A BILL FOR AN ACT
RELATING TO THE UNIFORM ANTITRUST PRE-MERGER NOTIFICATION ACT.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF HAWAII:
"PART . Uniform
Antitrust Pre-Merger Notification Act
§480-A Title. This part may be cited as the Uniform Antitrust Pre-Merger Notification Act.
§480-B Definitions. As used in this act:
"Additional documentary material" means the additional documentary material filed with a Hart-Scott-Rodino form.
"Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
"Filing threshold" means the minimum size of a transaction that requires the transaction to be reported under the Hart‑Scott-Rodino Act in effect when a person files a pre-merger notification.
"Hart-Scott-Rodino Act" means section 201 of the Hart‑Scott-Rodino Antitrust Improvements Act of 1976, title 15 United States Code section 18a, as amended.
"Hart-Scott-Rodino form" means the form filed with a pre‑merger notification, excluding additional documentary material.
"Person" means an individual, estate, business or nonprofit entity, government or governmental subdivision, agency, or instrumentality, or other legal entity.
"Pre-merger notification" means a notification filed under the Hart-Scott-Rodino Act with the Federal Trade Commission or the United States Department of Justice Antitrust Division, or a successor agency.
"State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any other territory or possession subject to the jurisdiction of the United States.
§480-C Filing requirement. (a) A person filing a pre‑merger notification shall file contemporaneously a complete electronic copy of the Hart-Scott-Rodino form with the attorney general if:
(1) The person has its principal place of business in this State; or
(2) The person or a person it controls directly or indirectly had annual net sales in this State of the goods or services involved in the transaction of at least twenty per cent of the filing threshold.
(b) A person that files a form under subsection (a)(1) shall include with the filing a complete electronic copy of the additional documentary material.
(c) Upon request of the attorney general, a person that filed a form under subsection (a)(2) shall provide a complete electronic copy of the additional documentary material to the attorney general not later than seven days after receipt of the request.
(d) The attorney general shall not charge a fee connected with filing or providing the form or additional documentary material under this section.
§480-D Confidentiality. (a) Except as provided in subsection (c) or section 480-E, the attorney general shall not make public or disclose:
(1) A Hart-Scott-Rodino form filed under section 480-C;
(2) The additional documentary material filed or provided under section 480-C;
(3) A Hart-Scott-Rodino form or additional documentary material provided by the attorney general of another state;
(4) That the form or the additional documentary material were filed or provided under section 480-C, or provided by the attorney general of another state; or
(5) The merger proposed in the form.
(b) A form, additional documentary material, and other information listed in subsection (a) are exempt from disclosure under chapter 92F.
(c) Subject to a protective order entered by an agency, court, or judicial officer, the attorney general may disclose a form, additional documentary material, or other information listed in subsection (a) in an administrative proceeding or judicial action if the proposed merger is relevant to the proceeding or action.
(d) This act does not:
(1) Limit any other confidentiality or information‑security obligation of the attorney general;
(2) Preclude the attorney general from sharing information with the Federal Trade Commission or the United States Department of Justice Antitrust Division, or a successor agency; or
(3) Preclude the attorney general from sharing information with the attorney general of another state that has enacted the Uniform Antitrust Pre-Merger Notification Act or a substantively equivalent act. The other state's act shall include confidentiality provisions at least as protective as the confidentiality provisions of the Uniform Antitrust Pre-Merger Notification Act.
§480-E Reciprocity. (a) The attorney general may disclose a Hart-Scott-Rodino form and additional documentary material filed or provided under section 480-C to the attorney general of another state that enacts the Uniform Antitrust Pre‑Merger Notification Act or a substantively equivalent act. The other state's act must include confidentiality provisions at least as protective as the confidentiality provisions of the Uniform Antitrust Pre-Merger Notification Act.
(b) At least two business days before making a disclosure under subsection (a), the attorney general shall give notice of the disclosure to the person filing or providing the form or additional documentary material under section 480-C.
§480-F Civil penalty. The attorney general may seek imposition of a civil penalty of not more than $10,000 per day of noncompliance on a person that fails to comply with section 480-C(a), (b), or (c). A civil penalty imposed under this section shall be subject to procedural requirements applicable to the attorney general, including the requirements of due process.
§480-G Uniformity of application and construction. In applying and construing this uniform act, a court shall consider the promotion of uniformity of the law among jurisdictions that enact it.
§480-H Transitional provision. This act applies only to a pre-merger notification filed on or after the effective date of Act , Session Laws of Hawaii 2025."
SECTION 2. In codifying the new sections added by section 1 of this Act, the revisor of statutes shall substitute appropriate section numbers for the letters used in designating the new sections in this Act.
SECTION 3. This Act shall take effect upon its approval.
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INTRODUCED BY: |
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