Appendix C. Revisions to the National Association of Attorneys General Pre-merger Disclosure Compact

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APPENDIX C

REVISIONS TO THE NATIONAL ASSOCIATION OF

ATTORNEYS GENERAL PRE-MERGER

DISCLOSURE COMPACT

NATIONAL ASSOCIATION OF ATTORNEYS GENERAL

Adopted

Spring Meeting

March 20-22, 1994

Washington, D.C.

RESOLUTION

WHEREAS, the Attorneys General, as chief law officers of their

states, are the primary enforcers of the states’ antitrust laws; and

WHEREAS, the Attorneys General also represent their states and

the citizens of their states in federal antitrust litigation; and

WHEREAS, the Attorneys General have jurisdiction to enforce the

antitrust law provisions relevant to mergers and acquisitions, and have

frequently done so; and

WHEREAS, the National Association of Attorneys General adopted

a Voluntary Pre-Merger Disclosure compact on December 12, 1987; and

WHEREAS, merging parties utilizing the Compact have raised

questions as to the right of the States to obtain certain additional

materials pursuant to the Compact; and

WHEREAS, in California v. American Stores, the Supreme Court

held that States can obtain divestiture in merger cases; and

WHEREAS, the American Stores decision gives the states greater

bargaining power with prospective merging parties; and