§480-7  Mergers, acquisitions, holdings, and
divestitures.  (a)  No person shall acquire and hold, directly or
indirectly, the whole or any part of the stock, interest, or membership of any
other person, or the whole or any part of the assets of any other person, where
the effect of the 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 subsection shall not apply to any
person acquiring and holding the stock, 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 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 person from causing the
formation of a subsidiary business entity for the actual carrying on of its
immediate lawful business, or the natural and legitimate branches or extensions
thereof, or from owning and holding all or a part of the stock, interest, or
membership of a subsidiary business entity, when the effect of the formation is
not substantially to lessen competition.



As used in this subsection:



"Control" means:



(1)  Owning or having the power to vote eighty per
cent or more of any class of voting securities of the subsidiary;



(2)  Having the power to elect, by any means, a
majority of the directors; or



(3)  Having the power to exercise a dominant influence
over the management and policies of the subsidiary.



"Subsidiary" means any person that is
under the control of a person.



(b)  Notwithstanding any other provision in
this chapter to the contrary, any person who may or shall be injured in the
person's business or property because of anything prohibited under subsection
(a) may bring an action for injunctive relief against the proposed merger or
acquisition.  In any action brought pursuant to this subsection, the court, as
it deems just, may 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.



(c)  Where the court finds that the holding of
the whole or any part of the stock, interest, membership, or assets of any other
person may be substantially to lessen competition or to tend to create a
monopoly in any line of commerce in any section of the State, and is therefore
not in the public interest, then the court may order the divestiture or other
disposition of the stock, interest, membership, or assets of the person, and
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 person unless it is necessary to
eliminate the lessening of competition or the tendency to create a monopoly. [L
1961, c 190, §5; Supp, §205A-5; HRS §480-7; am L 2005, c 108, §2]



 



Case Notes



 



  Standard of illegality same as §7 of Clayton Act. 518 F.2d
913.



 Mentioned in discussing availability of estoppel as defense in
private antitrust action. 296 F. Supp. 920.



  Divestiture not available in private action under §7 of
Clayton Act; to recover damages based on conduct subsequent to acquisition,
plaintiffs must show actual or imminent injury to competition. 491 F. Supp.
1199.