1.
§7 Clayton Act, 15 U.S.C. § 18
Acquisition by one corporation of stock of
another
No person engaged in commerce or in any activity
affecting commerce shall acquire, directly or indirectly, the whole or any part
of the stock or other share capital and no person subject to the jurisdiction
of the Federal Trade Commission shall acquire the whole or any part of the
assets of another person engaged also in commerce or in any activity affecting
commerce, where in any line of commerce or in any activity affecting commerce
in any section of the country, the effect of such acquisition may be
substantially to lessen competition, or to tend to create a monopoly.
No person shall acquire, directly or indirectly,
the whole or any part of the stock or other share capital and no person subject
to the jurisdiction of the Federal Trade Commission shall acquire the whole or
any part of the assets of one or more persons engaged in commerce or in any
activity affecting commerce, where in any line of commerce or in any activity
affecting commerce in any section of the country, the effect of such
acquisition, of such stocks or assets, or of the use of such stock by the
voting or granting of proxies or otherwise, may be substantially to lessen
competition, or to tend to create a monopoly.
This section shall not apply to persons purchasing
such stock 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 shall anything contained in this section prevent a corporation
engaged in commerce or in any activity affecting commerce from causing the
formation of subsidiary corporations for the actual carrying on of their
immediate lawful business, or the natural and legitimate branches or extensions
thereof, or from owning and holding all or a part of the stock of such
subsidiary corporations, when the effect of such formation is not to
substantially lessen competition.
Nor shall anything herein contained be construed to
prohibit any common carrier subject to the laws to regulate commerce from
aiding in the construction of branches or short lines so located as to become
feeders to the main line of the company so aiding in such construction or from
acquiring or owning all or any part of the stock of such branch lines, nor to
prevent any such common carrier from acquiring and owning all or any part of
the stock of a branch or short line constructed by an independent company where
there is no substantial competition between the company owning the branch line
so constructed and the company owning the main line acquiring the property or
an interest therein, nor to prevent such common carrier from extending any of
its lines through the medium of the acquisition of stock or otherwise of any other
common carrier where there is no substantial competition between the company
extending its lines and the company whose stock, property, or an interest
therein is so acquired.
Nothing contained in this section shall be held to
affect or impair any right heretofore legally acquired: Provided, That nothing
in this section shall be held or construed to authorize or make lawful anything
heretofore prohibited or made illegal by the antitrust laws, nor to exempt any
person from the penal provisions thereof or the civil remedies therein
provided.
Nothing contained in this section shall apply to
transactions duly consummated pursuant to authority given by the Secretary of
Transportation, Federal Power Commission, Surface Transportation Board, the
Securities and Exchange Commission in the exercise of its jurisdiction under
section 79j of this title, the United States Maritime Commission, or the
Secretary of Agriculture under any statutory provision vesting such power in
such Commission, Board, or Secretary.
§ 7A Clayton Act, 15 U.S.C. § 18a.
Premerger notification and waiting period
(a) Filing
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
A.
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
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).