Report Title:

Antitrust

Description:

Makes provisions governing mergers and acquisitions applicable to all business entities rather than to corporations only. Allows private plaintiffs to seek injunctive relief to prevent threatened or incipient injury under the antitrust laws.

THE SENATE

S.B. NO.

702

TWENTY-THIRD LEGISLATURE, 2005

 

STATE OF HAWAII

 


 

A BILL FOR AN ACT

 

RELATING TO ANTITRUST.

 

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF HAWAII:

SECTION 1. Section 480-1, Hawaii Revised Statutes, is amended by amending the definition of "person" or "persons" to read as follows:

""Person" or "persons" includes individuals, corporations, firms, trusts, partnerships, limited partnerships, limited liability partnerships, limited liability limited partnerships, limited liability companies, and incorporated or unincorporated associations, existing under or authorized by the laws of this State, or any other state, or any foreign country."

SECTION 2. Section 480-7, Hawaii Revised Statutes, is amended to read as follows:

"§480-7 Mergers, acquisitions, holdings, and divestitures. (a) No [corporation] person shall acquire [and hold], directly or indirectly, [from and after August 21, 1961,] the whole or any part of the stock [or other], share capital [of any other corporation], interest, or membership, or the whole or any part of the assets of [any other corporation] another person where the effect of such acquisition [and holding] may be substantially to lessen competition, or to tend to create a monopoly in any line of commerce in any section of the State[; provided that this]. This subsection shall not apply to [corporations] any person purchasing such stock, share capital, interest, or membership solely for investment and not using the same by voting or otherwise to bring about, or in attempting to bring about, the substantial lessening of competition[. Nor], or the creation of a monopoly in any line of commerce in any section of the State; nor shall [anything in] this subsection prevent a [corporation] person from causing the formation of [subsidiary corporations] an affiliated person for the actual carrying on of [their] its immediate lawful business, or the natural and legitimate [branches or extensions] branch or extension thereof, or from owning and holding all or a part of the stock [of the subsidiary corporation], share capital, interest, or membership in such affiliated person, when the effect of the formation is not substantially to lessen competition[.] or to tend to create a monopoly in any line of commerce in any section of the State.

(b) [No corporation shall hold, directly or indirectly, the

whole or any part of the stock or other share capital of any other corporation, or the whole or any part of the assets of any other corporation, acquired prior to August 21, 1961, where the effect of such holding is substantially to lessen competition or to tend to create a monopoly in any line of commerce in any section of the State. Where the court finds that the holding of such stock, share capital, or assets is substantially to lessen competition or tends to create a monopoly, and is therefore not in the public interest, then the court shall order the divestiture or other disposition of such stocks, share capital, or assets, of the corporation, and shall prescribe a reasonable time, manner, and degree of the divestiture or other disposition thereof; provided that the court shall not order the divestiture or other disposition of the assets of the corporation unless it is necessary to eliminate the lessening of competition or the tendency to create a monopoly, and the assets are reasonably identifiable and separable, and it can be done without causing undue hardship on the economic entity.] Notwithstanding any other provision in this chapter to the contrary, any person who is threatened with loss or injury in the person's business or property by reason of anything forbidden or declared unlawful in subsection (a) may seek injunctive relief against such threatened loss or injury without having to allege or prove actual loss or injury. In any action brought pursuant to this subsection, the court may, as it deems just, award to a prevailing party and enter as part of its order or judgment, a reasonable sum for costs and expenses incurred, including reasonable attorney's fees."

SECTION 3. New statutory material is underscored. Statutory material to be repealed is bracketed and stricken.

SECTION 4. This Act shall take effect upon its approval.

INTRODUCED BY:

_____________________________

BY REQUEST