Antitrust Improvements Act

(Reported to Senate from the Committee on the Judiciary with amendment, S. Rept. 94-803)

Hart-Scott Antitrust Improvements Act - =Title I: Declaration of Policy:= - Declares it the purpose of Congress in this Act to support and invigorate effective and expeditious enforcement of the antitrust laws by improving and modernizing antitrust investigation and enforcement mechanisms, to facilitate the restoration and maintenance of competition in the marketplace, and to prevent and eliminate monopoly and oligopoly power in the economy.

=Title II: Antitrust Civil Process Act Amendments= - Revises the discovery procedures and requirements for Federal civil antitrust investigations. Revises the procedures and requirements for seeking an order modifying or setting aside discovery demands by the Justice Department in antitrust cases.

=Title III: Miscellaneous Amendments= - Makes the Clayton Antitrust Act applicable to persons in or affecting commerce.

Requires that complex antitrust cases, as determined by the Attorney General or the judge, be expedited by the court hearing them.

=Title IV: Parens Patriae Amendments= - Allows the court to award attorneys' fees to plaintiffs who substantially prevail in equitable actions under the Clayton Act.

Permits attorneys general of States to bring civil actions in the name of the States to secure relief for any damages sustained by any natural person residing in the State which ensue from defendants' violations of the Sherman Act. Authorizes award of threefold damages, other appropriate relief, and attorneys' fees in such cases. Allows proof of damages in such actions through statistical or sampling methods.

=Title V: Premerger Notification and Stay Amendments= - Provides that, notwithstanding any other provision of law, no person or persons shall acquire, directly or indirectly, the whole or any part of the stock or other share capital or of the assets of another person or persons, if the acquiring person or persons, or the person or persons the stock or assets of which are being acquired, or both, are engaged in commerce or in any activity affecting commerce, and (1) stock or assets of a manufacturing company with annual net sales or total assets of $10,000,000 or more is or are being acquired by a person or persons with total assets or annual net sales of $100,000,000 or more; or (2) stock or assets of a non-manufacturing company with total assets of $10,000,000 or more is or are being acquired by a person or persons with total assets or annual net sales of $100,000,000 or more; or (3) stock or assets of a person or persons with annual net sales or total assets of $100,000,000 or more is or are being acquired by a person or persons with total assets or annual net sales of $10,000,000 or more; until 30 days after such person files a premerger notification with the Federal Trade Commission and the Antitrust Division of the Justice Department. Provides for a civil penalty of not more than $10,000 for each day during which such person directly or indirectly holds stock or assets, in violation of this title.

Prohibits, with specified exceptions, any person or persons from acquiring, directly or indirectly, the whole or any part of the stock or other share capital or of the assets of another person or persons, if (1) the acquiring person or persons, or the person or persons the stock or assets of which are being acquired, or both, are engaged in commerce or in any activity affecting commerce; and (2) the Federal Trade Commission, with the concurrence of the Assistant Attorney General, by general regulation requires that such person or persons shall not do so until the expiration of 30 days following the filing of a notification, or until the Federal Trade Commission and the Assistant Attorney General may otherwise authorize.

Exempts specified classes of transactions from the premerger notification requirements of this title.

States that if a proceeding is instituted by the Federal Trade Commission or an action is filed by the United States, alleging that a proposed acquisition or merger violates specified provisions of this Act or the Sherman Act, =pendente lite= relief in the nature of a temporary restraining order and a preliminary injunction shall be available according to a designated procedure.