[Congressional Bills 105th Congress]
[From the U.S. Government Publishing Office]
[S. 2207 Introduced in Senate (IS)]







105th CONGRESS
  2d Session
                                S. 2207

   To amend the Clayton Act to enhance the authority of the Attorney 
    General to prevent certain mergers and acquisitions that would 
                    unreasonably limit competition.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             June 23, 1998

   Mr. Leahy introduced the following bill; which was read twice and 
               referred to the Committee on the Judiciary

_______________________________________________________________________

                                 A BILL


 
   To amend the Clayton Act to enhance the authority of the Attorney 
    General to prevent certain mergers and acquisitions that would 
                    unreasonably limit competition.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Antitrust Improvements Act of 
1998''.

SEC. 2. PURPOSE.

    The purpose of this Act is to enhance the authority of the Attorney 
General to prevent certain mergers and acquisitions that would 
unreasonably limit competition in the telecommunications industry in 
any case in which certain Federal requirements that would enhance 
competition are not met.

SEC. 3. RESTRAINT OF TRADE.

    The Clayton Act (15 U.S.C. 12 et seq.) is amended by adding at the 
end the following new section:

``SEC. 27. RESTRAINT OF TRADE REGARDING TELECOMMUNICATIONS.

    ``(a) Large Local Telephone Company Defined.--In this section, the 
term `large local telephone company' means a local telephone company 
that, as of the date of a proposed merger or acquisition covered by 
this section, serves more than 5 percent of the telephone access lines 
in the United States.
    ``(b) Restraint of Trade Regarding Telecommunications.--
Notwithstanding any other provision of law, a large local telephone 
company, including any affiliate of such a company, shall not merge 
with or acquire a controlling interest in another large local telephone 
company unless--
            ``(1) the Attorney General finds that the proposed merger 
        or acquisition will promote competition for telephone exchange 
        services and exchange access services; and
            ``(2) the Federal Communications Commission finds that each 
        large local telephone company that is a party to the proposed 
        merger or acquisition, with respect to at least \1/2\ of the 
        access lines in each State served by that company, of which at 
        least \1/2\ are residential access lines, has fully implemented 
        the requirements of sections 251 and 252 of the Communications 
        Act of 1934 (47 U.S.C. 251, 252), including the regulations of 
        the Commission and of the States that implement those 
        requirements.
    ``(c) Report of the Attorney General.--Not later than 10 days after 
the Attorney General makes a finding described in subsection (b)(1), 
the Attorney General shall submit to the Committee on the Judiciary of 
the Senate and the Committee on the Judiciary of the House of 
Representatives a report on the finding, including an analysis of the 
effect of the merger or acquisition on competition in the United States 
telecommunications industry.
    ``(d) Application Process.--
            ``(1) In general.--Each large local telephone company or 
        affiliate of a large local telephone company proposing to merge 
        with or acquire a controlling interest in another large local 
        telephone company shall file an application with both the 
        Attorney General and the Federal Communications Commission, on 
        the same day.
            ``(2) Decisions.--The Attorney General and the Federal 
        Communications Commission shall issue a decision regarding the 
        application within the time period applicable to review of 
        mergers under section 7A of this Act.
    ``(e) Jurisdiction of the United States Courts.--
            ``(1) In general.--The district courts of the United States 
        are vested with jurisdiction to prevent and restrain any 
        mergers or acquisitions described in subsection (d) that are 
        inconsistent with a finding under subsection (b) (1) or (2).
            ``(2) Actions.--The Attorney General may institute 
        proceedings in any district court of the United States in the 
        district in which the defendant resides or is found or has an 
        agent and that court shall order such injunctive, and other 
        relief, as may be appropriate if--
                    ``(A) the Attorney General makes a finding that a 
                proposed merger or acquisition described in subsection 
                (d) does not meet the applicable condition under 
                subsection (b)(1); or
                    ``(B) the Federal Communications Commission makes a 
                finding that 1 or more of the parties to the merger or 
                acquisition referred to in subsection (b)(2) do not 
                meet the requirements specified in that subsection.''.

SEC. 4. PRESERVATION OF EXISTING AUTHORITIES.

    (a) In General.--Nothing in this Act or the amendments made by this 
Act shall be construed to modify, impair, or supersede the 
applicability of the antitrust laws, or any authority of the Federal 
Communications Commission under the Communications Act of 1934 (47 
U.S.C. 151 et seq.), with respect to mergers, acquisitions, and 
affiliations of large incumbent local exchange carriers.
    (b) Antitrust Laws Defined.--In this section, the term ``antitrust 
laws'' has the meaning given that term in the first section of the 
Clayton Act (15 U.S.C. 12).

SEC. 5. APPLICABILITY.

    This Act and the amendments made by this Act shall apply to a 
merger or acquisition of a controlling interest of a large local 
telephone company (as that term is defined in section 27 of the Clayton 
Act, as added by section 3 of this Act), occurring on or after the date 
of enactment of this Act.
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