[Congressional Bills 107th Congress]
[From the U.S. Government Publishing Office]
[S. 520 Introduced in Senate (IS)]







107th CONGRESS
  1st Session
                                 S. 520

           To amend the Clayton Act, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             March 13, 2001

    Mr. DeWine (for himself, Mr. Kohl, Mr. Grassley, and Mr. Reid) 
introduced the following bill; which was read twice and referred to the 
                       Committee on the Judiciary

_______________________________________________________________________

                                 A BILL


 
           To amend the Clayton Act, and for other purposes.

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

SECTION 1. CLAYTON ACT AMENDMENTS.

    The Clayton Act (15 U.S.C. 12 et seq.) is amended to read as 
follows:
``That (a) `antitrust laws,' as used herein, includes the Act entitled 
`An Act to protect trade and commerce against unlawful restraints and 
monopolies,' approved July second, eighteen hundred and ninety; 
sections seventy-three to seventy-seven, inclusive, of an Act entitled 
`An Act to reduce taxation, to provide revenue for the Government, and 
for other purposes,' of August twenty-seventh, eighteen hundred and 
ninety-four; an Act entitled `An Act to amend sections seventy-three 
and seventy-six of the Act of August twenty-seventh, eighteen hundred 
and ninety-four, entitled ``An Act to reduce taxation, to provide 
revenue for the Government, and for other purposes,''' approved 
February twelfth, nineteen hundred and thirteen; and also this Act.
    ```Commerce,' as used herein, means trade or commerce among the 
several States and with foreign nations, or between the District of 
Columbia or any Territory of the United States and any State, 
Territory, or foreign nation, or between any insular possessions or 
other places under the jurisdiction of the United States, or between 
any such possession or place and any State or Territory of the United 
States or the District of Columbia or any foreign nation, or within the 
District of Columbia or any Territory or any insular possession or 
other place under the jurisdiction of the United States: Provided, That 
nothing in this Act contained shall apply to the Philippine Islands.
    ``The word `person' or `persons' wherever used in this Act shall be 
deemed to include corporations and associations existing under or 
authorized by the laws of either the United States, the laws of any of 
the Territories, the laws of any State, or the laws of any foreign 
country.
    ``(b) This Act may be cited as the `Clayton Act'.
    ``Sec. 2. (a) That it shall be unlawful for any person engaged in 
commerce, in the course of such commerce, either directly or 
indirectly, to discriminate in price between different purchasers of 
commodities of like grade and quality, where either or any of the 
purchases involved in such discrimination are in commerce, where such 
commodities are sold for use, consumption, or resale within the United 
States or any Territory thereof or the District of Columbia or any 
insular possession or other place under the jurisdiction of the United 
States, and where the effect of such discrimination may be 
substantially to lessen competition or tend to create a monopoly in any 
line of commerce, or to injure, destroy, or prevent competition with 
any person who either grants or knowingly receives the benefits of such 
discrimination, or with customers of either of them: Provided, That 
nothing herein contained shall prevent differentials which make only 
due allowance for differences in the cost of manufacture, sale, or 
delivery resulting from the differing methods or quantities in which 
such commodities are to such purchasers sold or delivered: Provided, 
however, That the Federal Trade Commission may, after due investigation 
and hearing to all interested parties, fix and establish quantity 
limits, and revise the same as it finds necessary, as to particular 
commodities or classes of commodities, where it finds that available 
purchasers in greater quantities are so few as to render differentials 
on account thereof unjustly discriminatory or promotive of monopoly in 
any line of commerce; and the foregoing shall then not be construed to 
permit differentials based on differences in quantities greater than 
those so fixed and established: And provided further, That nothing 
herein contained shall prevent persons engaged in selling goods, wares, 
or merchandise in commerce from selecting their own customers in bona 
fide transactions and not in restraint of trade: And provided further, 
That nothing herein contained shall prevent price changes from time to 
time where in response to changing conditions affecting the market for 
or the marketability of the goods concerned, such as but not limited to 
actual or imminent deterioration of perishable goods, obsolescence of 
seasonal goods, distress sales under court process, or sales in good 
faith in discontinuance of business in the goods concerned.
    ``(b) Upon proof being made, at any hearing on a complaint under 
this section, that there has been discrimination in price or services 
or facilities furnished, the burden of rebutting the prima-facie case 
thus made by showing justification shall be upon the person charged 
with a violation of this section, and unless justification shall be 
affirmatively shown, the Commission is authorized to issue an order 
terminating the discrimination: Provided, however, That nothing herein 
contained shall prevent a seller rebutting the prima-facie case thus 
made by showing that his lower price or the furnishing of services or 
facilities to any purchaser or purchasers was made in good faith to 
meet an equally low price of a competitor, or the services or 
facilities furnished by a competitor.
    ``(c) That it shall be unlawful for any person engaged in commerce, 
in the course of such commerce, to pay or grant, or to receive or 
accept, anything of value as a commission, brokerage, or other 
compensation, or any allowance or discount in lieu thereof, except for 
services rendered in connection with the sale or purchase of goods, 
wares, or merchandise, either to the other party to such transaction or 
to an agent, representative, or other intermediary therein where such 
intermediary is acting in fact for or in behalf, or is subject to the 
direct or indirect control, of any party to such transaction other than 
the person by whom such compensation is so granted or paid.
    ``(d) That it shall be unlawful for any person engaged in commerce 
to pay or contract for the payment of anything of value to or for the 
benefit of a customer of such person in the course of such commerce as 
compensation or in consideration for any services or facilities 
furnished by or through such customer in connection with the 
processing, handling, sale, or offering for sale of any products or 
commodities manufactured, sold, or offered for sale by such person, 
unless such payment or consideration is available on proportionally 
equal terms to all other customers competing in the distribution of 
such products or commodities.
    ``(e) That it shall be unlawful for any person to discriminate in 
favor of one purchaser against another purchaser or purchasers of a 
commodity bought for resale, with or without processing, by contracting 
to furnish or furnishing, or by contributing to the furnishing of, any 
services or facilities connected with the processing, handling, sale, 
or offering for sale of such commodity so purchased upon terms not 
accorded to all purchasers on proportionally equal terms.
    ``(f) That it shall be unlawful for any person engaged in commerce, 
in the course of such commerce, knowingly to induce or receive a 
discrimination in price which is prohibited by this section.
    ``Sec. 3. That it shall be unlawful for any person engaged in 
commerce, in the course of such commerce, to lease or make a sale or 
contract for sale of goods, wares, merchandise, machinery, supplies or 
other commodities, whether patented or unpatented, for use, consumption 
or resale within the United States or any Territory thereof or the 
District of Columbia or any insular possession or other place under the 
jurisdiction of the United States, or fix a price charged therefor, or 
discount from, or rebate upon, such price, on the condition, agreement 
or understanding that the lessee or purchaser thereof shall not use or 
deal in the goods, wares, merchandise, machinery, supplies or other 
commodities of a competitor or competitors of the lessor or seller, 
where the effect of such lease, sale, or contract for sale or such 
condition, agreement or understanding may be to substantially lessen 
competition or tend to create a monopoly in any line of commerce.
    ``Sec. 4. (a) Except as provided in subsection (b), any person who 
shall be injured in his business or property by reason of anything 
forbidden in the antitrust laws may sue therefor in any district court 
of the United States in the district in which the defendant resides or 
is found or has an agent, without respect to the amount in controversy, 
and shall recover threefold the damages by him sustained, and the cost 
of suit, including a reasonable attorney's fee. The court may award 
under this section, pursuant to a motion by such person promptly made, 
simple interest on actual damages for the period beginning on the date 
of service of such person's pleading setting forth a claim under the 
antitrust laws and ending on the date of judgment, or for any shorter 
period therein, if the court finds that the award of such interest for 
such period is just in the circumstances. In determining whether an 
award of interest under this section for any period is just in the 
circumstances, the court shall consider only--
            ``(1) whether such person or the opposing party, or either 
        party's representative, made motions or asserted claims or 
        defenses so lacking in merit as to show that such party or 
        representative acted intentionally for delay, or otherwise 
        acted in bad faith;
            ``(2) whether, in the course of the action involved, such 
        person or the opposing party, or either party's representative, 
        violated any applicable rule, statute, or court order providing 
        for sanctions for dilatory behavior or otherwise providing for 
        expeditious proceedings; and
            ``(3) whether such person or the opposing party, or either 
        party's representative, engaged in conduct primarily for the 
        purpose of delaying the litigation or increasing the cost 
        thereof.
    ``(b)(1) Except as provided in paragraph (2), any person who is a 
foreign state may not recover under subsection (a) an amount in excess 
of the actual damages sustained by it and the cost of suit, including a 
reasonable attorney's fee.
    ``(2) Paragraph (1) shall not apply to a foreign state if--
            ``(A) such foreign state would be denied, under section 
        1605(a)(2) of title 28 of the United States Code, immunity in a 
        case in which the action is based upon a commercial activity, 
        or an act, that is the subject matter of its claim under this 
        section;
            ``(B) such foreign state waives all defenses based upon or 
        arising out of its status as a foreign state, to any claims 
        brought against it in the same action;
            ``(C) such foreign state engages primarily in commercial 
        activities; and
            ``(D) such foreign state does not function, with respect to 
        the commercial activity, or the act, that is the subject matter 
        of its claim under this section as a procurement entity for 
        itself or for another foreign state.
    ``(c) For purposes of this section--
            ``(1) the term ``commercial activity'' shall have the 
        meaning given it in section 1603(d) of title 28, United States 
        Code, and
            ``(2) the term ``foreign state'' shall have the meaning 
        given it in section 1603(a) of title 28, United States Code.
    ``Sec. 4A. Whenever the United States is hereafter injured in its 
business or property by reason of anything forbidden in the antitrust 
laws it may sue therefor in the United States district court for the 
district in which the defendant resides or is found or has an agent, 
without respect to the amount in controversy, and shall recover 
threefold the damages by it sustained and the cost of suit. The court 
may award under this section, pursuant to a motion by the United States 
promptly made, simple interest on actual damages for the period 
beginning on the date of service of the pleading of the United States 
setting forth a claim under the antitrust laws and ending on the date 
of judgment, or for any shorter period therein, if the court finds that 
the award of such interest for such period is just in the 
circumstances. In determining whether an award of interest under this 
section for any period is just in the circumstances, the court shall 
consider only--
            ``(1) whether the United States or the opposing party, or 
        either party's representative, made motions or asserted claims 
        or defenses so lacking in merit as to show that such party or 
        representative acted intentionally for delay or otherwise acted 
        in bad faith;
            ``(2) whether, in the course of the action involved, the 
        United States or the opposing party, or either party's 
        representative, violated any applicable rule, statute, or court 
        order providing for sanctions for dilatory behavior or 
        otherwise providing for expeditious proceedings;
            ``(3) whether the United States or the opposing party, or 
        either party's representative, engaged in conduct primarily for 
        the purpose of delaying the litigation or increasing the cost 
        thereof; and
            ``(4) whether the award of such interest is necessary to 
        compensate the United States adequately for the injury 
        sustained by the United States.
    ``Sec. 4B. Any action to enforce any cause of action under section 
4, 4A, or 4C shall be forever barred unless commenced within four years 
after the cause of action accrued. No cause of action barred under 
existing law on the effective date of this Act shall be revived by this 
Act.

                  ``actions by state attorneys general

    ``Sec. 4C. (a)(1) Any attorney general of a State may bring a civil 
action in the name of such State, as parens patriae on behalf of 
natural persons residing in such State, in any district court of the 
United States having jurisdiction of the defendant, to secure monetary 
relief as provided in this section for injury sustained by such natural 
persons to their property by reason of any violation of the Sherman 
Act. The court shall exclude from the amount of monetary relief awarded 
in such action any amount of monetary relief (A) which duplicates 
amounts which have been awarded for the same injury, or (B) which is 
properly allocable to (i) natural persons who have excluded their 
claims pursuant to subsection (b)(2) of this section, and (ii) any 
business entity.
    ``(2) The court shall award the State as monetary relief threefold 
the total damage sustained as described in paragraph (1) of this 
subsection, and the cost of suit, including a reasonable attorney's 
fee. The court may award under this paragraph, pursuant to a motion by 
such State promptly made, simple interest on the total damage for the 
period beginning on the date of service of such State's pleading 
setting forth a claim under the antitrust laws and ending on the date 
of judgment, or for any shorter period therein, if the court finds that 
the award of such interest for such period is just in the 
circumstances. In determining whether an award of interest under this 
paragraph for any period is just in the circumstances, the court shall 
consider only--
            ``(A) whether such State or the opposing party, or either 
        party's representative, made motions or asserted claims or 
        defenses so lacking in merit as to show that such party or 
        representative acted intentionally for delay or otherwise acted 
        in bad faith;
            ``(B) whether, in the course of the action involved, such 
        State or the opposing party, or either party's representative, 
        violated any applicable rule, statute, or court order providing 
        for sanctions for dilatory behavior or otherwise providing for 
        expeditious proceedings; and
            ``(C) whether such State or the opposing party, or either 
        party's representative, engaged in conduct primarily for the 
        purpose of delaying the litigation or increasing the cost 
        thereof.
    ``(b)(1) In any action brought under subsection (a)(1) of this 
section, the State attorney general shall, at such times, in such 
manner, and with such content as the court may direct, cause notice 
thereof to be given by publication. If the court finds that notice 
given solely by publication would deny due process of law to any person 
or persons, the court may direct further notice to such person or 
persons according to the circumstances of the case.
    ``(2) Any person on whose behalf an action is brought under 
subsection (a)(1) may elect to exclude from adjudication the portion of 
the State claim for monetary relief attributable to him by filing 
notice of such election with the court within such time as specified in 
the notice given pursuant to paragraph (1) of this subsection.
    ``(3) The final judgment in an action under subsection (a)(1) shall 
be res judiciata as to any claim under section 4 of this Act by any 
person on behalf of whom such action was brought and who fails to give 
such notice within the period specified in the notice given pursuant to 
paragraph (1) of this subsection.
    ``(c) An action under subsection (a)(1) shall not be dismissed or 
compromised without the approval of the court, and notice of any 
proposed dismissal or compromise shall be given in such manner as the 
court directs.
    ``(d) In any action under subsection (a)--
            ``(1) the amount of the plaintiffs' attorney's fee, if any, 
        shall be determined by the court; and
            ``(2) the court may, in its discretion, award a reasonable 
        attorney's fee to a prevailing defendant upon a finding that 
        the State attorney general has acted in bad faith, vexatiously, 
        wantonly, or for oppressive reasons.

                        ``measurement of damages

    ``Sec. 4D. In any action under section 4C(a)(1), in which there has 
been a determination that a defendant agreed to fix prices in violation 
of the Sherman Act, damages may be proved and assessed in the aggregate 
by statistical or sampling methods, by the computation of illegal 
overcharges, or by such other reasonable system of estimating aggregate 
damages as the court in its discretion may permit without the necessity 
of separately proving the individual claim of, or amount of damage to, 
persons on whose behalf the suit was brought.

                       ``distribution of damages

    ``Sec. 4E. Monetary relief recovered in an action under section 
4C(a)(1) shall--
            ``(1) be distributed in such manner as the district court 
        in its discretion may authorize; or
            ``(2) be deemed a civil penalty by the court and deposited 
        with the State as general revenues;
subject in either case to the requirement that any distribution 
procedure adopted afford each person a reasonable opportunity to secure 
his appropriate portion of the net monetary relief.

           ``actions by attorney general of the united states

    ``Sec. 4F. (a) Whenever the Attorney General of the United States 
has brought an action under the antitrust laws, and he has reason to 
believe that any State attorney general would be entitled to bring an 
action under this Act based substantially on the same alleged violation 
of the antitrust laws, he shall promptly give written notification 
thereof to such State attorney general.
    ``(b) To assist a State attorney general in evaluating the notice 
or in bringing any action under this Act, the Attorney General of the 
United States shall, upon request by such State attorney general, make 
available to him, to the extent permitted by law, any investigative 
files or other materials which are or may be relevant or material to 
the actual or potential cause of action under this Act.

                             ``definitions

    ``Sec. 4G. For the purposes of sections 4C, 4D, 4E, and 4F of this 
Act:
            ``(1) The term `State attorney general' means the chief 
        legal officer of a State, or any other person authorized by 
        State law to bring actions under section 4C of this Act, and 
        includes the Corporation Counsel of the District of Columbia, 
        except that such term does not include any person employed or 
        retained on--
                    ``(A) a contingency fee based on a percentage of 
                the monetary relief awarded under this section; or
                    ``(B) any other contingency fee basis, unless the 
                amount of the award of a reasonable attorney's fee to a 
                prevailing plaintiff is determined by the court under 
                section 4C(d)(1).
            ``(2) The term `State' means a State, the District of 
        Columbia, the Commonwealth of Puerto Rico, and any other 
        territory or possession of the United States.
            ``(3) The term `natural persons' does not include 
        proprietorships or partnerships.

               ``applicability of parens patriae actions

    ``Sec. 4H. Sections 4C, 4D, 4E, 4F, and 4G shall apply in any 
State, unless such State provides by law for its nonapplicability in 
such State.
    ``Sec. 5. (a) A final judgment or decree heretofore or hereafter 
rendered in any civil or criminal proceeding brought by or on behalf of 
the United States under the antitrust laws to the effect that a 
defendant has violated said laws shall be prima facie evidence against 
such defendant in any action or proceeding brought by any other party 
against such defendant under said laws as to all matters respecting 
which said judgment or decree would be an estoppel as between the 
parties thereto: Provided, That this section shall not apply to consent 
judgments or decrees entered before any testimony has been taken. 
Nothing contained in this section shall be construed to impose any 
limitation on the application of collateral estoppel, except that, in 
any action or proceeding brought under the antitrust laws, collateral 
estoppel effect shall not be given to any finding made by the Federal 
Trade Commission under the antitrust laws or under section 5 of the 
Federal Trade Commission Act which could give rise to a claim for 
relief under the antitrust laws.
    ``(b) Any proposal for a consent judgment submitted by the United 
States for entry in any civil proceeding brought by or on behalf of the 
United States under the antitrust laws shall be filed with the district 
court before which such proceeding in pending and published by the 
United States in the Federal Register at least 60 days prior to the 
effective date of such judgment. Any written comments relating to such 
proposal and any responses by the United States thereto, shall also be 
filed with such district court and published by the United States in 
the Federal Register within such sixty-day period. Copies of such 
proposal and any other materials and documents which the United States 
considered determinative in formulating such proposal, shall also be 
made available to the public at the district court and in such other 
districts as the court may subsequently direct. Simultaneously with the 
filing of such proposal, unless otherwise instructed by the court, the 
United States shall file with the district court, publish in the 
Federal Register, and thereafter furnish to any person upon request, a 
competitive impact statement which shall recite--
            ``(1) the nature and purpose of the proceeding;
            ``(2) a description of the practices or events giving rise 
        to the alleged violation of the antitrust laws;
            ``(3) an explanation of the proposal for a consent 
        judgment, including an explanation of any unusual circumstances 
        giving rise to such proposal or any provision contained 
        therein, relief to be obtained thereby, and the anticipated 
        effects on competition of such relief;
            ``(4) the remedies available to potential private 
        plaintiffs damaged by the alleged violation in the event that 
        such proposal for the consent judgment is entered in such 
        proceeding;
            ``(5) a description of the procedures available for 
        modification of such proposal; and
            ``(6) a description and evaluation of alternatives to such 
        proposal actually considered by the United States.
    ``(c) the United States shall also cause to be published, 
commencing at least 60 days prior to the effective date of the judgment 
described in subsection (b) of this section, for 7 days over a period 
of 2 weeks in newspapers of general circulation of the district in 
which the case has been filed, in the District of Columbia, and in such 
other districts as the court may direct--
            ``(1) a summary of the terms of the proposal for the 
        consent judgment,
            ``(2) a summary of the competitive impact statement filed 
        under subsection (b),
            ``(3) and a list of the materials and documents under 
        subsection (b) which the United States shall make available for 
        purposes of meaningful public comment, and the place where such 
        materials and documents are available for public inspection.
    ``(d) during the 60-day period as specified in subsection (b) of 
this section, and such additional time as the United States may request 
and the court may grant, the United States shall receive and consider 
any written comments relating to the proposal for the consent judgment 
submitted under subsection (b). The Attorney General or his designee 
shall establish procedures to carry out the provisions of this 
subsection, but such 60-day time period shall not be shortened except 
by order of the district court upon a showing that (1) extraordinary 
circumstances require such shortening and (2) such shortening is not 
adverse to the public interest. At the close of the period during which 
such comments may be received, the United States shall file with the 
district court and cause to be published in the Federal Register a 
response to such comments.
    ``(e) Before entering any consent judgment proposed by the United 
States under this section, the court shall determine that entry of such 
judgment is in the public interest. For the purpose of such 
determination, the court may consider--
            ``(1) The competitive impact of such judgment, including 
        termination of alleged violations, provisions for enforcement 
        and modification, duration or relief sought, anticipated 
        effects of alternative remedies actually considered, and any 
        other considerations bearing upon the adequacy of such 
        judgment;
            ``(2) the impact of entry of such judgment upon the public 
        generally and individuals alleging specific injury from the 
        violations set forth in the complaint including consideration 
        of the public benefit, if any, to be derived from a 
        determination of the issues at trial.
    ``(f) In making its determination under subsection (e), the court 
may--
            ``(1) take testimony of Government officials or experts or 
        such other expert witnesses, upon motion of any party or 
        participant or upon its own motion, as the court may deem 
        appropriate;
            ``(2) appoint a special master and such outside consultants 
        or expert witnesses as the court may deem appropriate; and 
        request and obtain the views, evaluations, or advice of any 
        individual, group or agency of government with respect to any 
        aspects of the proposed judgment or the effect of such 
        judgment, in such manner as the court deems appropriate;
            ``(3) authorize full or limited participation in 
        proceedings before the court by interested persons or agencies, 
        including appearance amicus curiae, intervention as a party 
        pursuant to the Federal Rules of Civil Procedure, examination 
        of witnesses or documentary materials, or participation in any 
        other manner and extent which serves the public interest as the 
        court may deem appropriate.
            ``(4) review any comments including any objections filed 
        with the United States under subsection (d) concerning the 
        proposed judgment and the responses of the United States to 
        such comments and objections; and
            ``(5) take such other action in the public interest as the 
        court may deem appropriate.
    ``(g) Not later than 10 days following the date of the filing of 
any proposal for a consent judgment under subsection (b), each 
defendant shall file with the district court a description of any and 
all written or oral communications by or on behalf of such defendant, 
including any and all written or oral communications on behalf of such 
defendant, or other person, with any officer or employee of the United 
States concerning or relevant to such proposal, except that any such 
communications made by counsel of record alone with the Attorney 
General or the employees of the Department of Justice alone shall be 
excluded from the requirements of this subsection. Prior to the entry 
of any consent judgment pursuant to the antitrust laws, each defendant 
shall certify to the district court that the requirements of this 
subsection have been complied with and that such filing is a true and 
complete description of such communications known to the defendant or 
which the defendant reasonably should have known.
    ``(h) Proceedings before the district court under subsections (e) 
and (f) of this section, and the competitive impact statement filed 
under subsection (b) of this section, shall not be admissible against 
any defendant in any action or proceeding brought by any other party 
against such defendant under the antitrust laws or by the United States 
under section 4A of this Act nor constitute a basis for the 
introduction of the consent judgment as prima facie evidence against 
such defendant in any such action or proceeding.
    ``(i) Whenever any civil or criminal proceeding is instituted by 
the United States to prevent, restrain, or punish violations of any of 
the antitrust laws, but not including an action under section 4A, the 
running of the statute of limitations in respect of every private or 
State right of action arising under said laws and based in whole or in 
part on any matter complained of in said proceeding shall be suspended 
during the pendency thereof and for one year thereafter: Provided, 
however, That whenever the running of the statute of limitations in 
respect of a cause of action arising under section 4 or 4C is suspended 
hereunder, any action to enforce such cause of action shall be forever 
barred unless commenced either within the period of suspension or 
within four years after the cause of action accrued.
    ``Sec. 6. That the labor of a human being is not a commodity or 
article of commerce. Nothing contained in the antitrust laws shall be 
construed to forbid the existence and operation of labor, agricultural, 
or horticultural organizations, instituted for the purposes of mutual 
help, and not having capital stock or conducted for profit, or to 
forbid or restrain individual members of such organizations from 
lawfully carrying out the legitimate objects thereof; nor shall such 
organizations, or the members thereof, be held or construed to be 
illegal combinations or conspiracies in restraint of trade, under the 
antitrust laws.
    ``Sec. 7. That 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 made 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 10 of the Public Utility Holding Company Act 
of 1935, the United States Maritime Commission, or the Secretary of 
Agriculture under any statutory provision vesting such power in such 
Commission, Board, or Secretary.
    ``Sec. 7A. (a) 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
            ``(2) as a result of such acquisition, the acquiring person 
        would hold an aggregate total amount of the voting securities 
        and assets of the acquired person--
                    ``(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
                    ``(B)(i) in excess of $50,000,000 (as so adjusted 
                and published) but not in excess of $200,000,000 (as so 
                adjusted and published); and
                    ``(ii)(I) any voting securities or assets of a 
                person engaged in manufacturing which has annual net 
                sales or total assets of $10,000,000 (as so adjusted 
                and published) or more are being acquired by any person 
                which has total assets or annual net sales of 
                $100,000,000 (as so adjusted and published) or more;
                    ``(II) any voting securities or assets of a person 
                not engaged in manufacturing which has total assets of 
                $10,000,000 (as so adjusted and published) or more are 
                being acquired by any person which has total assets or 
                annual net sales of $100,000,000 (as so adjusted and 
                published) or more; or
                    ``(III) any voting securities or assets of a person 
                with annual net sales or total assets of $100,000,000 
                (as so adjusted and published) or more are being 
                acquired by any person with total assets or annual net 
                sales of $10,000,000 (as so adjusted and published) or 
                more.
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).
    ``(b)(1) The waiting period required under subsection (a) shall--
            ``(A) begin on the date of the receipt by the Federal Trade 
        Commission and the Assistant Attorney General in charge of the 
        Antitrust Division of the Department of Justice (hereinafter 
        referred to in this section as the `Assistant Attorney 
        General') of--
                    ``(i) the completed notification required under 
                subsection (a), or
                    ``(ii) if such notification is not completed, the 
                notification to the extent completed and a statement of 
                the reasons for such noncompliance,
        from both persons, or, in the case of a tender offer, the 
        acquiring person; and
            ``(B) end on the thirtieth day after the date of such 
        receipt (or in the case of a cash tender offer, the fifteenth 
        day), or on such later date as may be set under subsection 
        (e)(2) or (g)(2).
    ``(2) The Federal Trade Commission and the Assistant Attorney 
General may, in individual cases, terminate the waiting period 
specified in paragraph (1) and allow any person to proceed with any 
acquisition subject to this section, and promptly shall cause to be 
published in the Federal Register a notice that neither intends to take 
any action within such period with respect to such acquisition.
    ``(3) As used in this section--
            ``(A) The term `voting securities' means any securities 
        which at present or upon conversion entitle the owner or holder 
        thereof to vote for the election of directors of the issuer or, 
        with respect to unincorporated issuers, persons exercising 
        similar functions.
            ``(B) The amount or percentage of voting securities or 
        assets of a person which are acquired or held by another person 
        shall be determined by aggregating the amount or percentage of 
        such voting securities or assets held or acquired by such other 
        person and each affiliate thereof.
    ``(c) The following classes of transactions are exempt from the 
requirements of this section--
            ``(1) acquisitions of goods or realty transferred in the 
        ordinary course of business;
            ``(2) acquisitions of bonds, mortgages, deeds of trust, or 
        other obligations which are not voting securities;
            ``(3) acquisitions of voting securities of an issuer at 
        least 50 per centum of the voting securities of which are owned 
        by the acquiring person prior to such acquisition;
            ``(4) transfers to or from a Federal agency or a State or 
        political subdivision thereof;
            ``(5) transactions specifically exempted from the antitrust 
        laws by Federal statute;
            ``(6) transactions specifically exempted from the antitrust 
        laws by Federal statute if approved by a Federal agency, if 
        copies of all information and documentary material filed with 
        such agency are contemporaneously filed with the Federal Trade 
        Commission and the Assistant Attorney General;
            ``(7) transactions which require agency approval under 
        section 10(e) of the Home Owners' Loan Act, section 18(c) of 
        the Federal Deposit Insurance Act (12 U.S.C. 1828(c)), or 
        section 3 of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1842), except that a portion of a transaction is not exempt 
        under this paragraph if such portion of the transaction (A) is 
        subject to section 4(k) of the Bank Holding Company Act of 
        1956; and (B) does not require agency approval under section 3 
        of the Bank Holding Company Act of 1956;
            ``(8) transactions which require agency approval under 
        section 4 of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1843) or section 5 of the Home Owners' Loan Act of 1933 (12 
        U.S.C. 1464), if copies of all information and documentary 
        material filed with any such agency are contemporaneously filed 
        with the Federal Trade Commission and the Assistant Attorney 
        General at least 30 days prior to consummation of the proposed 
        transaction, except that a portion of a transaction is not 
        exempt under this paragraph if such portion of the transaction 
        (A) is subject to section 4(k) of the Bank Holding Company Act 
        of 1956; and (B) does not require agency approval under section 
        4 of the Bank Holding Company Act of 1956;
            ``(9) acquisitions, solely for the purpose of investment, 
        of voting securities, if, as a result of such acquisition, the 
        securities acquired or held do not exceed 10 per centum of the 
        outstanding voting securities of the issuer;
            ``(10) acquisitions of voting securities, if, as a result 
        of such acquisition, the voting securities acquired do not 
        increase, directly or indirectly, the acquiring person's per 
        centum share of outstanding voting securities of the issuer;
            ``(11) acquisitions, solely for the purpose of investment, 
        by any bank, banking association, trust company, investment 
        company, or insurance company, of (A) voting securities 
        pursuant to a plan of reorganization or dissolution; or (B) 
        assets in the ordinary course of its business; and
            ``(12) such other acquisitions, transfers, or transactions, 
        as may be exempted under subsection (d)(2)(B).
    ``(d) The Federal Trade Commission, with the concurrence of the 
Assistant Attorney General and by rule in accordance with section 553 
of title 5, United States Code, consistent with the purposes of this 
section--
            ``(1) shall require that the notification required under 
        subsection (a) be in such form and contain such documentary 
        material and information relevant to a proposed acquisition as 
        is necessary and appropriate to enable the Federal Trade 
        Commission and the Assistant Attorney General to determine 
        whether such acquisition may, if consummated, violate the 
        antitrust laws; and
            ``(2) may--
                    ``(A) define the terms used in this section;
                    ``(B) exempt, from the requirements of this 
                section, classes of persons, acquisitions, transfers, 
                or transactions which are not likely to violate the 
                antitrust laws; and
                    ``(C) prescribe such other rules as may be 
                necessary and appropriate to carry out the purposes of 
                this section.
    ``(e)(1)(A) The Federal Trade Commission or the Assistant Attorney 
General may, prior to the expiration of the 30-day waiting period (or 
in the case of a cash tender offer, the 15-day waiting period) 
specified in subsection (b)(1) of this section, require the submission 
of additional information or documentary material relevant to the 
proposed acquisition, from a person required to file notification with 
respect to such acquisition under subsection (a) of this section prior 
to the expiration of the waiting period specified in subsection (b)(1) 
of this section, or from any officer, director, partner, agent, or 
employee of such person.
    ``(B)(i) The Assistant Attorney General and the Federal Trade 
Commission shall each designate a senior official who does not have 
direct responsibility for the review of any enforcement recommendation 
under this section concerning the transaction at issue, to hear any 
petition filed by such person to determine--
            ``(I) whether the request for additional information or 
        documentary material is unreasonably cumulative, unduly 
        burdensome, or duplicative; or
            ``(II) whether the request for additional information or 
        documentary material has been substantially complied with by 
        the petitioning person.
    ``(ii) Internal review procedures for petitions filed pursuant to 
clause (i) shall include reasonable deadlines for expedited review of 
such petitions, after reasonable negotiations with investigative staff, 
in order to avoid undue delay of the merger review process.
    ``(iii) Not later than 90 days after the date of the enactment of 
this Act, the Assistant Attorney General and the Federal Trade 
Commission shall conduct an internal review and implement reforms of 
the merger review process in order to eliminate unnecessary burden, 
remove costly duplication, and eliminate undue delay, in order to 
achieve a more effective and more efficient merger review process.
    ``(iv) Not later than 120 days after the date of enactment of this 
Act, the Assistant Attorney General and the Federal Trade Commission 
shall issue or amend their respective industry guidance, regulations, 
operating manuals and relevant policy documents, to the extent 
appropriate, to implement each reform in this subparagraph.
    ``(v) Not later than 180 days after the date the of enactment of 
this Act, the Assistant Attorney General and the Federal Trade 
Commission shall each report to Congress--
            ``(I) which reforms each agency has adopted under this 
        subparagraph;
            ``(II) which steps each has taken to implement such 
        internal reforms; and
            ``(III) the effects of such reforms.
    ``(2) The Federal Trade Commission or the Assistant Attorney 
General, in its or his discretion, may extend the 30-day waiting period 
(or in the case of a cash tender offer, the 15-day waiting period) 
specified in subsection (b)(1) of this section for an additional period 
of not more than 30 days (or in the case of a cash tender offer, 10 
days) after the date on which the Federal Trade Commission or the 
Assistant Attorney General, as the case may be, receives from any 
person to whom a request is made under paragraph (1), or in the case of 
tender offers, the acquiring person, (A) all the information and 
documentary material required to be submitted pursuant to such a 
request, or (B) if such request is not fully complied with, the 
information and documentary material submitted and a statement of the 
reasons for such noncompliance. Such additional period may be further 
extended only by the United States district court, upon an application 
by the Federal Trade Commission or the Assistant Attorney General 
pursuant to subsection (g)(2).
    ``(f) If a proceeding is instituted or an action is filed by the 
Federal Trade Commission, alleging that a proposed acquisition violates 
section 7 of this Act or section 5 of the Federal Trade Commission Act, 
or an action is filed by the United States, alleging that a proposed 
acquisition violates such section 7 or section 1 or 2 of the Sherman 
Act, and the Federal Trade Commission or the Assistant Attorney General 
(1) files a motion for a preliminary injunction against consummation of 
such acquisition pendente lite, and (2) certifies the United States 
district court for the judicial district within which the respondent 
resides or carries on business, or in which the action is brought, that 
it or he believes that the public interest requires relief pendente 
lite pursuant to this subsection, then upon the filing of such motion 
and certification, the chief judge of such district court shall 
immediately notify the chief judge of the United States court of 
appeals for the circuit in which such district court is located, who 
shall designate a United States district judge to whom such action 
shall be assigned for all purposes.
    ``(g)(1) Any person, or any officer, director, or partner thereof, 
who fails to comply with any provision of this section shall be liable 
to the United States for a civil penalty of not more than $10,000 for 
each day during which such person is in violation of this section. Such 
penalty may be recovered in a civil action brought by the United 
States.
    ``(2) If any person, or any officer, director, partner, agent, or 
employee thereof, fails substantially to comply with the notification 
requirement under subsection (a) or any request for the submission of 
additional information or documentary material under subsection (e)(1) 
of this section within the waiting period specified in subsection 
(b)(1) and as may be extended under subsection (e)(2), the United 
States district court--
            ``(A) may order compliance;
            ``(B) shall extend the waiting period specified in 
        subsection (b)(1) and as may have been extended under 
        subsection (e)(2) until there has been substantial compliance, 
        except that, in the case of a tender offer, the court may not 
        extend such waiting period on the basis of a failure, by the 
        person whose stock is sought to be acquired, to comply 
        substantially with such notification requirement or any such 
        request; and
            ``(C) may grant such other equitable relief as the court in 
        its discretion determines necessary or appropriate,
upon application of the Federal Trade Commission or the Assistant 
Attorney General.
    ``(h) Any information or documentary material filed with the 
Assistant Attorney General or the Federal Trade Commission pursuant to 
this section shall be exempt from disclosure under section 552 of title 
5, United States Code, and no such information or documentary material 
may be made public, except as may be relevant to any administrative or 
judicial action or proceeding. Nothing in this section is intended to 
prevent disclosure to either body of Congress or to any duly authorized 
committee or subcommittee of the Congress.
    ``(i)(1) Any action taken by the Federal Trade Commission or the 
Assistant Attorney General or any failure of the Federal Trade 
Commission or the Assistant Attorney General to take any action under 
this section shall not bar any proceeding or any action with respect to 
such acquisition at any time under any other section of this Act or any 
other provision of law.
    ``(2) Nothing contained in this section shall limit the authority 
of the Assistant Attorney General or the Federal Trade Commission to 
secure at any time from any person documentary material, oral 
testimony, or other information under the Antitrust Civil Process Act, 
the Federal Trade Commission Act, or any other provision of law.
    ``(j) Beginning not later than January 1, 1978, the Federal Trade 
Commission, with the concurrence of the Assistant Attorney General, 
shall annually report to the Congress on the operation of this section. 
Such report shall include an assessment of the effects of this section, 
of the effects, purpose, and need for any rules promulgated pursuant 
thereto, and any recommendations for revisions of this section.
    ``(k) If the end of any period of time provided in this section 
falls on a Saturday, Sunday, or legal public holiday (as defined in 
section 6103(a) of title 5 of the United States Code), then such period 
shall be extended to the end of the next day that is not a Saturday, 
Sunday, or legal public holiday.
    ``Sec. 8. (a)(1) No person shall, at the same time, serve as a 
director or officer in any two corporations (other than banks, banking 
associations, and trust companies) that are--
            ``(A) engaged in whole or in part in commerce; and
            ``(B) by virtue of their business and location of 
        operation, competitors, so that the elimination of competition 
        by agreement between them would constitute a violation of any 
        of the antitrust laws;
if each of the corporations has capital, surplus, and undivided profits 
aggregating more than $10,000,000 as adjusted pursuant to paragraph (5) 
of this subsection.
    ``(2) Notwithstanding the provisions of paragraph (1), simultaneous 
service as a director or officer in any two corporations shall not be 
prohibited by this section if--
            ``(A) the competitive sales of either corporation are less 
        than $1,000,000, as adjusted pursuant to paragraph (5) of this 
        subsection;
            ``(B) the competitive sales of either corporation are less 
        than 2 per centum of that corporation's total sales; or
            ``(C) the competitive sales of each corporation are less 
        than 4 per centum of that corporation's total sales.
For purposes of this paragraph, `competitive sales' means the gross 
revenues for all products and services sold by one corporation in 
competition with the other, determined on the basis of annual gross 
revenues for such products and services in that corporation's last 
completed fiscal year. For the purposes of this paragraph, `total 
sales' means the gross revenues for all products and services sold by 
one corporation over that corporation's last completed fiscal year.
    ``(3) The eligibility of a director or officer under the provisions 
of paragraph (1) shall be determined by the capital, surplus and 
undivided profits, exclusive of dividends declared but not paid to 
stockholders, of each corporation at the end of that corporation's last 
completed fiscal year.
    ``(4) For purposes of this section, the term `officer' means an 
officer elected or chosen by the Board of Directors.
    ``(5) For each fiscal year commencing after September 30, 1990, the 
$10,000,000 and $1,000,000 thresholds in this subsection shall be 
increased (or decreased) as of October 1 each year by an amount equal 
to the percentage increase (or decrease) in the gross national product, 
as determined by the Department of Commerce or its successor, for the 
year then ended over the level so established for the year ending 
September 30, 1989. As soon as practicable, but not later than January 
31 of each year, the Federal Trade Commission shall publish the 
adjusted amounts required by this paragraph.
    ``(b) When any person elected or chosen as a director or officer of 
any corporation subject to the provisions hereof is eligible at the 
time of his election or selection to act for such corporation in such 
capacity, his eligibility to act in such capacity shall not be affected 
by any of the provisions hereof by reason of any change in the capital, 
surplus and undivided profits, or affairs of such corporation from 
whatever cause, until the expiration of one year from the date on which 
the event causing ineligibility occurred.
    ``Sec. 9.
    ``Section 10 is repealed by P.L. 101-588, sec. 3, 104 Stat. 2880.
    ``Sec. 11. (a) That authority to enforce compliance with sections 
2, 3, 7, and 8 of this Act by the persons respectively subject thereto 
is hereby vested in the Surface Transportation Board where applicable 
to common carriers subject to jurisdiction under subtitle IV of title 
49, United States Code; in the Federal Communications Commission where 
applicable to common carriers engaged in wire or radio communication or 
radio transmission of energy; in the Secretary of Transportation where 
applicable to air carriers and foreign air carriers subject to the 
Federal Aviation Act of 1958; in the Federal Reserve Board where 
applicable to banks, banking associations, and trust companies; and in 
the Federal Trade Commission where applicable to all other character of 
commerce to be exercised as follows:
    ``(b) Whenever the Commission, Board, or Secretary vested with 
jurisdiction thereof shall have reason to believe that any person is 
violating or has violated any of the provisions of sections 2, 3, 7, 
and 8 of this Act, it shall issue and serve upon such person and the 
Attorney General a complaint stating its charges in that respect, and 
containing a notice of a hearing upon a day and at a place therein 
fixed at least thirty days after the service of said complaint. The 
person so complained of shall have the right to appear at the place and 
time so fixed and show cause why an order should not be entered by the 
Commission, Board, or Secretary requiring such person to cease and 
desist from the violation of the law so charged in said complaint. The 
Attorney General shall have the right to intervene and appear in said 
proceeding and any person may make application, and upon good cause 
shown may be allowed by the Commission, Board, or Secretary, to 
intervene and appear in said proceeding by counsel or in person. The 
testimony in any such proceeding shall be reduced to writing and filed 
in the office of the Commission, Board, or Secretary. If upon such 
hearing the Commission, Board, or Secretary, as the case may be, shall 
be of the opinion that any of the provisions of said sections have been 
or are being violated, it shall make a report in writing, in which it 
shall state its findings as to the facts, and shall issue and cause to 
be served on such person an order requiring such person to cease and 
desist from such violations, and divest itself of the stock, or 
other share capital, or assets, held or rid itself of the directors 
chosen contrary to the provisions of sections 7 and 8 of this Act, if 
any there be, in the manner and within the time fixed by said order. 
Until the expiration of the time allowed for filing a petition for 
review, if no such petition has been duly filed within such time, or, 
if a petition for review has been filed within such time then until the 
record in the proceeding has been filed in a court of appeals of the 
United States, as hereinafter provided, the Commission, Board, or 
Secretary may at any time, upon such notice and in such manner as it 
shall deem proper, modify or set aside, in whole or in part, any report 
or any order made or issued by it under this section. After the 
expiration of the time allowed for filing a petition for review, if no 
such petition has been duly filed within such time, the Commission, 
Board, or Secretary may at any time, after notice and opportunity for 
hearing, reopen and alter, modify, or set aside, in whole or in part, 
any report or order made or issued by it under this section, whenever 
in the opinion of the Commission, Board, or Secretary conditions of 
fact or of law have so changed as to require such action or if the 
public interest shall so require: Provided, however, That the said 
person may, within sixty days after service upon him or it of said 
report or order entered after such a reopening, obtain a review thereof 
in the appropriate court of appeals of the United States, in the manner 
provided in subsection (c) of this section.
    ``(c) Any person required by such order of the commission, board, 
or Secretary to cease and desist from any such violation may obtain a 
review of such order in the court of appeals of the United States for 
any circuit within which such violation occurred or within which such 
person resides or carries on business, by filing in the court, within 
sixty days after the date of the service of such order, a written 
petition praying that the order of the commission, board, or Secretary 
be set aside. A copy of such petition shall be forthwith transmitted by 
the clerk of the court to the commission, board, or Secretary, and 
thereupon the commission, board, or Secretary shall file in the court 
the record in the proceeding, as provided in section 2112 of title 28, 
United States Code. Upon such filing of the petition the court shall 
have jurisdiction of the proceeding and of the question determined 
therein concurrently with the commission, board, or Secretary until the 
filing of the record, and shall have power to make and enter a decree 
affirming, modifying, or setting aside the order of the commission, 
board, or Secretary, and enforcing the same to the extent that such 
order is affirmed, and to issue such writs as are ancillary to its 
jurisdiction or are necessary in its judgment to prevent injury to the 
public or to competitors pendente lite. The findings of the commission, 
board, or Secretary as to the facts, if supported by substantial 
evidence, shall be conclusive. To the extent that the order of the 
commission, board, or Secretary is affirmed, the court shall issue its 
own order commanding obedience to the terms of such order of the 
commission, board, or Secretary. If either party shall apply to the 
court for leave to adduce additional evidence, and shall show to the 
satisfaction of the court that such additional evidence is material and 
that there were reasonable grounds for the failure to adduce such 
evidence in the proceeding before the commission, board, or Secretary, 
the court may order such additional evidence to be taken before the 
commission, board, or Secretary, and to be adduced upon the hearing in 
such manner and upon such terms and conditions as to the court may seem 
proper. The commission, board, or Secretary may modify its findings as 
to the facts, or make new findings, by reason of the additional 
evidence so taken, and shall file such modified or new findings, which, 
if supported by substantial evidence, shall be conclusive, and its 
recommendation, if any, for the modification or setting aside of its 
original order, with the return of such additional evidence. The 
judgment and decree of the court shall be final, except that the same 
shall be subject to review by the Supreme Court upon certiorari, as 
provided in section 1254 of title 28 of the United States Code.
    ``(d) Upon the filing of the record with it the jurisdiction of the 
court of appeals to affirm, enforce, modify, or set aside orders of the 
commission, board, or Secretary shall be exclusive.
    ``(e) No order of the commission, board, or Secretary or judgment 
of the court to enforce the same shall in anywise relieve or absolve 
any person from any liability under the antitrust laws.
    ``(f) Complaints, orders, and other processes of the commission, 
board, or Secretary under this section may be served by anyone duly 
authorized by the commission, board, or Secretary, either (1) by 
delivering a copy thereof to the person to be served, or to a member of 
the partnership to be served, or to the president, secretary, or other 
executive officer or a director of the corporation to be served; or (2) 
by leaving a copy thereof at the residence or the principal office or 
place of business of such person; or (3) by mailing by registered or 
certified mail a copy thereof addressed to such person at his or its 
residence or principal office or place of business. The verified return 
by the person so serving said complaint, order, or other process 
setting forth the manner of said service shall be proof of the same, 
and the return post office receipt for said complaint, order, or other 
process mailed by registered or certified mail as aforesaid shall be 
proof of the service of the same.
    ``(g) Any order issued under subsection (b) shall become final--
            ``(1) upon the expiration of the time allowed for filing a 
        petition for review, if no such petition has been duly filed 
        within such time; but the commission, board, or Secretary may 
        thereafter modify or set aside its order to the extent provided 
        in the last sentence of subsection (b); or
            ``(2) upon the expiration of the time allowed for filing a 
        petition for certiorari, if the order of the commission, board, 
        or Secretary has been affirmed, or the petition for review has 
        been dismissed by the court of appeals, and no petition for 
        certiorari has been duly filed; or
            ``(3) upon the denial of a petition for certiorari, if the 
        order of the commission, board, or Secretary has been affirmed 
        or the petition for review has been dismissed by the court of 
        appeals; or
            ``(4) upon the expiration of thirty days from the date of 
        issuance of the mandate of the Supreme Court, if such Court 
        directs that the order of the commission, board, or Secretary 
be affirmed or the petition for review be dismissed.
    ``(h) If the Supreme Court directs that the order of the 
commission, board, or Secretary be modified or set aside, the order of 
the commission, board, or Secretary rendered in accordance with the 
mandate of the Supreme Court shall become final upon the expiration of 
thirty days from the time it was rendered, unless within such thirty 
days either party has instituted proceedings to have such order 
corrected to accord with the mandate, in which event the order of the 
commission, board, or Secretary shall become final when so corrected.
    ``(i) If the order of the commission, board, or Secretary is 
modified or set aside by the court of appeals, and if (1) the time 
allowed for filing a petition for certiorari has expired and no such 
petition has been duly filed, or (2) the petition for certiorari has 
been denied, or (3) the decision of the court has been affirmed by the 
Supreme Court, then the order of the commission, board, or Secretary 
rendered in accordance with the mandate of the court of appeals shall 
become final on the expiration of thirty days from the time such order 
of the commission, board, or Secretary was rendered, unless within such 
thirty days either party has instituted proceedings to have such order 
corrected so that it will accord with the mandate, in which event the 
order of the commission, board, or Secretary shall become final when so 
corrected.
    ``(j) If the Supreme Court orders a rehearing; or if the case is 
remanded by the court of appeals to the commission, board, or Secretary 
for a rehearing, and if (1) the time allowed for filing a petition for 
certiorari has expired, and no such petition has been duly filed, or 
(2) the petition for certiorari has been denied, or (3) the decision of 
the court has been affirmed by the Supreme Court, then the order of the 
commission, board, or Secretary rendered upon such rehearing shall 
become final in the same manner as though no prior order of the 
commission, board, or Secretary had been rendered.
    ``(k) As used in this section the term `mandate', in case a mandate 
has been recalled prior to the expiration of thirty days from the date 
of issuance thereof, means the final mandate.
    ``(l) Any person who violates any order issued by the commission, 
board, or Secretary under subsection (b) after such order has become 
final, and while such order is in effect, shall forfeit and pay to the 
United States a civil penalty of not more than $5,000 for each 
violation, which shall accrue to the United States and may be recovered 
in a civil action brought by the United States. Each separate violation 
of any such order shall be a separate offense, except that in the case 
of a violation through continuing failure or neglect to obey a final 
order of the commission, board, or Secretary each day of continuance of 
such failure or neglect shall be deemed a separate offense.
    ``Sec. 12. That any suit, action, or proceeding under the antitrust 
laws against a corporation may be brought not only in the judicial 
district whereof it is an inhabitant, but also in any district wherein 
it may be found or transacts business; and all process in such cases 
may be served in the district of which it is an inhabitant, or wherever 
it may be found.
    ``Sec. 13. That in any suit, action, or proceeding brought by or on 
behalf of the United States subpoenas for witnesses who are required to 
attend a court of the United States in any judicial district in any 
case, civil or criminal, arising under the antitrust laws may run into 
any other district: Provided, That in civil cases no writ of supoena 
shall issue for witnesses living out of the district in which the court 
is held at a greater distance than one hundred miles from the place of 
holding the same without the permission of the trial court being first 
had upon proper application and cause shown.
    ``Sec. 14. That whenever a corporation shall violate any of the 
penal provisions of the antitrust laws, such violation shall be deemed 
to be also that of the individual directors, officers, or agents of 
such corporation who shall have authorized, ordered, or done any of the 
acts constituting in whole or in part such violation, and such 
violation shall be deemed a misdemeanor, and upon conviction therefor 
of any such director, officer, or agent he shall be punished by a fine 
of not exceeding $5,000 or by imprisonment for not exceeding one year, 
or by both, in the discretion of the court.
    ``Sec. 15. That the several district courts of the United States 
are hereby invested with jurisdiction to prevent and restrain 
violations of this Act, and it shall be the duty of the several 
district attorneys of the United States, in their respective districts, 
under the direction of the Attorney General, to institute proceedings 
in equity to prevent and restrain such violations. Such proceedings may 
be by way of petition setting forth the case and praying that such 
violation shall be enjoined or otherwise prohibited. When the parties 
complained of shall have been duly notified of such petition, the court 
shall proceed, as soon as may be, to the hearing and determination of 
the case; and pending such petition, and before final decree, the court 
may at any time make such temporary restraining order or prohibition as 
shall be deemed just in the premises. Whenever it shall appear to the 
court before which any such proceeding may be pending that the ends of 
justice require that other parties should be brought before the court, 
the court may cause them to be summoned, whether they reside in the 
district in which the court is held or not, and subpoenas to that end 
may be served in any district by the marshal thereof.
    ``Sec. 16. That any person, firm, corporation, or association shall 
be entitled to sue for and have injunctive relief, in any court of the 
United States having jurisdiction over the parties, against threatened 
loss or damage by a violation of the antitrust laws, including sections 
two, three, seven and eight of this Act, when and under the same 
conditions and principles as injunctive relief against threatened 
conduct that will cause loss or damage is granted by courts of equity, 
under the rules governing such proceedings, and upon the execution of 
proper bond against damages for an injunction improvidently granted and 
a showing that the danger of irreparable loss or damage is immediate, a 
preliminary injunction may issue: Provided, That nothing herein 
contained shall be construed to entitle any person, firm, corporation, 
or association, except the United States, to bring suit for injunctive 
relief against any common carrier subject to the jurisdiction of the 
Surface Transportation Board under subtitle IV of title 49, United 
States Code. In any action under this section in which the plaintiff 
substantially prevails, the court shall award the cost of suit, 
including a reasonable attorney's fee, to such plaintiff.
    ``Sec. 17.
    ``Sec. 18.
    ``Sec. 19.
    ``Sec. 20. That no restraining order or injunction shall be granted 
by any court of the United States, or a judge or the judges thereof, in 
any case between an employer and employees, or between employers and 
employees, or between employees, or between persons employed and 
persons seeking employment, involving, or growing out of, a dispute 
concerning terms or conditions of employment, unless necessary to 
prevent irreparable injury to property, or to a property right, of the 
party making the application, for which injury there is no adequate 
remedy at law, and such property or property right must be described 
with particularity in the application, which must be in writing and 
sworn to by the applicant or by his agent or attorney.
    ``And no such restraining order or injunction shall prohibit any 
person or persons, whether singly or in concert, from terminating any 
relation of employment, or from ceasing to perform any work or labor, 
or from recommending, advising, or persuading others by peaceful means 
so to do; or from attending at any place where any such person or 
persons may lawfully be, for the purpose of peacefully obtaining or 
communicating information, or from peacefully persuading any person to 
work or to abstain from working; or from ceasing to patronize or to 
employ any party to such dispute, or from recommending, advising, or 
persuading others by peaceful and lawful means so to do; or from paying 
or giving to, or withholding from, any person engaged in such dispute, 
any strike benefits or other moneys or things of value; or from 
peaceably assembling in a lawful manner, and for lawful purposes; or 
from doing any act or thing which might lawfully be done in the absence 
of such dispute by any party thereto; nor shall any of the acts 
specified in this paragraph be considered or held to be violations of 
any law of the United States.
    ``Sec. 21.
    ``Sec. 22.
    ``Sec. 23.
    ``Sec. 24.
    ``Sec. 25.
    ``Sec. 26. (a) Except as provided in subsection (b), it shall be 
unlawful for any person engaged in commerce, in the course of such 
commerce, directly or indirectly to impose any condition, restriction, 
agreement, or understanding that--
            ``(1) limits the use of credit instruments in any 
        transaction concerning the sale, resale, or transfer of gasohol 
        or other synthetic motor fuel of equivalent usability in any 
        case in which there is no similar limitation on transactions 
        concerning such person's conventional motor fuel; or
            ``(2) otherwise unreasonably discriminates against or 
        unreasonably limits the sale, resale, or transfer of gasohol or 
        other synthetic motor fuel of equivalent usability in any case 
        in which such synthetic or conventional motor fuel is sold for 
        use, consumption, or resale within the United States.
    ``(b)(1) Nothing in this section or in any other provision of law 
in effect on the date of the enactment of this Act which is 
specifically applicable to the sale of petroleum products shall 
preclude any person referred to in subsection (a) from imposing a 
reasonable fee for credit on the sale, resale, or transfer of the 
gasohol or other synthetic motor fuel referred to in subsection (a) if 
such fee equals no more than the actual costs to such person of 
extending that credit.
    ``(2) The prohibitions in this section shall not apply to any 
person who makes available sufficient supplies of gasohol and other 
synthetic motor fuels of equivalent usability to satisfy his customers' 
needs for such products, if the gasohol and other synthetic fuels are 
made available on terms and conditions which are equivalent to the 
terms and conditions on which such person's conventional motor fuel 
products are made available.
    ``(3) Nothing in this section shall--
            ``(A) preclude any person referred to in subsection (a) 
        from requiring reasonable labeling of pumps dispensing the 
        gasohol or other synthetic motor fuel referred to in subsection 
        (a) to indicate, as appropriate, that such gasohol or other 
        synthetic motor fuel is not manufactured, distributed, or sold 
        by such person;
            ``(B) preclude such person from issuing appropriate 
        disclaimers of product liability for damage resulting from use 
        of the gasohol or other synthetic motor fuel;
            ``(C) require such person to provide advertising support 
        for the gasohol or other synthetic motor fuel; or
            ``(D) require such person to furnish or provide, at such 
        person's own expense, any additional pumps, tanks, or other 
        related facilities required for the sale of the gasohol or 
        other synthetic motor fuel.
    ``(c) As used in this section, `United States' includes the several 
States, the District of Columbia, any territory of the United States, 
and any insular possession or other place under the jurisdiction of the 
United States.
    ``Sec. 27. If any clause, sentence, paragraph, or part of this Act 
shall, for any reason, be adjudged by any court of competent 
jurisdiction to be invalid, such judgment shall not affect, impair, or 
invalidate the remainder thereof, but shall be confined in its 
operation to the clause, sentence, paragraph, or part thereof directly 
involved in the controversy in which such judgment shall have been 
rendered.
    ``Sec. 27. (a) Subject to subsections (b) through (d), the conduct, 
acts, practices, or agreements of persons in the business of organized 
professional major league baseball directly relating to or affecting 
employment of major league baseball players to play baseball at the 
major league level are subject to the antitrust laws to the same extent 
such conduct, acts, practices, or agreements would be subject to the 
antitrust laws if engaged in by persons in any other professional 
sports business affecting interstate commerce.
    ``(b) No court shall rely on the enactment of this section as a 
basis for changing the application of the antitrust laws to any 
conduct, acts, practices, or agreements other than those set forth in 
subsection (a). This section does not create, permit or imply a cause 
of action by which to challenge under the antitrust laws, or otherwise 
apply the antitrust laws to, any conduct, acts, practices, or 
agreements that do not directly relate to or affect employment of major 
league baseball players to play baseball at the major league level, 
including but not limited to--
            ``(1) any conduct, acts, practices, or agreements of 
        persons engaging in, conducting or participating in the 
        business of organized professional baseball relating to or 
        affecting employment to play baseball at the minor league 
        level, any organized professional baseball amateur or first-
        year player draft, or any reserve clause as applied to minor 
        league players;
            ``(2) the agreement between organized professional major 
        league baseball teams and the teams of the National Association 
        of Professional Baseball Leagues, commonly known as the 
        `Professional Baseball Agreement', the relationship between 
        organized professional major league baseball and organized 
        professional minor league baseball, or any other matter 
        relating to organized professional baseball's minor leagues;
            ``(3) any conduct, acts, practices, or agreements of 
        persons engaging in, conducting or participating in the 
        business of organized professional baseball relating to or 
        affecting franchise expansion, location or relocation, 
        franchise ownership issues, including ownership transfers, the 
        relationship between the Office of the Commissioner and 
        franchise owners, the marketing or sales of the entertainment 
        product of organized professional baseball and the licensing of 
        intellectual property rights owned or held by organized 
        professional baseball teams individually or collectively;
            ``(4) any conduct, acts, practices, or agreements protected 
        by Public Law 87-331 (15 U.S.C. Sec. 1291 et seq.) (commonly 
        known as the `Sports Broadcasting Act of 1961');
            ``(5) the relationship between persons in the business of 
        organized professional baseball and umpires or other 
        individuals who are employed in the business of organized 
        professional baseball by such persons; or
            ``(6) any conduct, acts, practices, or agreements of 
        persons not in the business of organized professional major 
        league baseball.
    ``(c) Only a major league baseball player has standing to sue under 
this section. For the purposes of this section, a major league baseball 
player is--
            ``(1) a person who is a party to a major league player's 
        contract, or is playing baseball at the major league level; or
            ``(2) a person who was a party to a major league player's 
        contract or playing baseball at the major league level at the 
        time of the injury that is the subject of the complaint; or
            ``(3) a person who has been a party to a major league 
        player's contract or who has played baseball at the major 
        league level, and who claims he has been injured in his efforts 
        to secure a subsequent major league player's contract by an 
        alleged violation of the antitrust laws: Provided however, That 
        for the purposes of this paragraph, the alleged antitrust 
        violation shall not include any conduct, acts, practices, or 
        agreements of persons in the business of organized professional 
        baseball relating to or affecting employment to play baseball 
        at the minor league level, including any organized professional 
        baseball amateur or first-year player draft, or any reserve 
        clause as applied to minor league players; or
            ``(4) a person who was a party to a major league player's 
        contract or who was playing baseball at the major league level 
        at the conclusion of the last full championship season 
        immediately preceding the expiration of the last collective 
        bargaining agreement between persons in the business of 
        organized professional major league baseball and the exclusive 
        collective bargaining representative of major league baseball 
        players.
    ``(d)(1) As used in this section, `person' means any entity, 
including an individual, partnership, corporation, trust or 
unincorporated association or any combination or association thereof. 
As used in this section, the National Association of Professional 
Baseball Leagues, its member leagues and the clubs of those leagues, 
are not `in the business of organized professional major league 
baseball'.
    ``(2) In cases involving conduct, acts, practices, or agreements 
that directly relate to or affect both employment of major league 
baseball players to play baseball at the major league level and also 
relate to or affect any other aspect of organized professional 
baseball, including but not limited to employment to play baseball at 
the minor league level and the other areas set forth in subsection (b), 
only those components, portions or aspects of such conduct, acts, 
practices, or agreements that directly relate to or affect employment 
of major league players to play baseball at the major league level may 
be challenged under subsection (a) and then only to the extent that 
they directly relate to or affect employment of major league baseball 
players to play baseball at the major league level.
    ``(3) As used in subsection (a), interpretation of the term 
`directly' shall not be governed by any interpretation of section 151 
et seq. of title 29, United States Code (as amended).
    ``(4) Nothing in this section shall be construed to affect the 
application to organized professional baseball of the nonstatutory 
labor exemption from the antitrust laws.
    ``(5) The scope of the conduct, acts, practices, or agreements 
covered by subsection (b) shall not be strictly or narrowly construed.
    ``Sec. 29. (a) Definitions.--In this section:
            ``(1) Affiliated air carrier.--
                    ``(A) In general.--The term `affiliated air 
                carrier' means an air carrier that operates under the 
                same designator code as another air carrier, or that 
                has entered into a code-share agreement with another 
                air carrier.
                    ``(B) Controlled affiliated air carrier.--The term 
                `controlled affiliated air carrier', with respect to an 
                air carrier, means an affiliated air carrier 51 percent 
                of the voting power and value of which is owned 
                directly or indirectly by an air carrier with which it 
is affiliated.
            ``(2) Air carrier.--The term `air carrier' has the meaning 
        given that term in section 40102(a)(2) of title 49, United 
        States Code.
            ``(3) Available seat miles.--The term `available seat 
        miles' has the meaning given that term in section 19-5(c)(19) 
        of title 14, Code of Federal Regulations.
            ``(4) Domestic available seat miles.--The term `domestic 
        available seat miles', with respect to an air carrier, means 
        the available seat miles on domestic flights of the air 
        carrier.
            ``(5) Excess slot.--The term `excess slot' means any slot 
        at an ineligible high-density airport that exceeds the number 
        of slots authorized under subsection (b).
            ``(6) Ineligible high-density airport.--The term 
        `ineligible high-density airport' means LaGuardia Airport and 
        Ronald Reagan Washington National Airport.
    ``(b) Protection of Competition.--Subject to subsections (c) and 
(d), it shall be unlawful for an air carrier that operates more than 15 
percent of the domestic available seat miles and holds or operates more 
than 20 percent of the slots at an ineligible high-density airport that 
are issued under subparts K and S of part 93 of title 14, Code of 
Federal Regulations, to own or operate, in any two-hour period, more 
than 20 percent of such slots.
    ``(c) Disposition of Excess Slots.--If an air carrier owns or 
operates any excess slot, that air carrier shall--
            ``(1) not later than 60 days after the date of enactment of 
        this Act or after the date on which the air carrier acquires or 
        begins operating any excess slot, return to the Federal 
        Aviation Administration any excess slot; or
            ``(2) not later than 60 days after the date of enactment of 
        this Act or after the date on which the air carrier acquires or 
        begins operating any excess slot, sell any excess slot through 
        an auction described in subsection (d).
    ``(d) Auction.--An auction described in this subsection is an 
auction conducted by the Administrator of the Federal Aviation 
Administration under regulations prescribed by the Administrator 
pursuant to which--
            ``(1) the air carrier selling any excess slot may not know 
        the identity of any bidder for the excess slot offered for 
        sale;
            ``(2) only an air carrier may be a bidder; and
            ``(3) the slots will be sold individually in slot pairs.
    ``(e) Special Rules.--
            ``(1) Calculation of seat miles.--For purposes of 
        calculating the percentage of domestic available seat miles 
        operated by an air carrier under subsection (b), the term `air 
        carrier' means a controlled affiliated air carrier and the air 
        carrier with which it is affiliated.
            ``(2) Calculation of slots.--For purposes of calculating 
        the percentage of slots owned or operated by an air carrier at 
        an ineligible high-density airport under subsection (b), the 
        term `air carrier' means an air carrier and any affiliated air 
        carrier of that air carrier that operates at that airport.''.

SEC. 2. BUY/SELL RULES.

    (a) In General.--Subchapter I of chapter 417 of title 49, United 
States Code, is amended by inserting after section 41718 the following 
new section:
``Sec. 41718A. Buy/sell rules
    ``(a) Definitions.--In this section:
            ``(1) Affiliated air carrier.--
                    ``(A) In general.--The term `affiliated air 
                carrier' means an air carrier that operates under the 
                same designator code as another air carrier, or that 
                has entered into a code-share agreement with another 
                air carrier.
                    ``(B) Controlled affiliated air carrier.--The term 
                `controlled affiliated air carrier', with respect to an 
                air carrier, means an affiliated air carrier 51 percent 
                of the voting power and value of which is owned 
                directly or indirectly by an air carrier with which it 
                is affiliated.
            ``(2) Available seat miles.--The term `available seat 
        miles' has the meaning given that term in section 19-5(c)(19) 
        of title 14, Code of Federal Regulations.
            ``(3) Domestic available seat miles.--The term `domestic 
        available seat miles' means the available seat miles on 
        domestic flights.
            ``(4) Ineligible high density airport.--The term 
        `ineligible high density airport' means LaGuardia Airport and 
        Ronald Reagan Washington National Airport.
    ``(b) Limitations on Slot Transfers.--
            ``(1) In general.--Section 93.221 of title 14, Code of 
        Federal Regulations (relating to the transfer of slots) shall 
        not apply to the transfer of slots at an ineligible high 
        density airport by an air carrier that operates more than 15 
        percent of the domestic available seat miles, if the air 
        carrier owns or operates more than 20 percent of the slots at 
        that airport.
            ``(2) Special rules.--
                    ``(A) Calculation of seat miles.--For purposes of 
                calculating the percentage of domestic available seat 
                miles operated by an air carrier under paragraph (1), 
                the term `air carrier' means a controlled affiliated 
                air carrier and the air carrier with which it is 
                affiliated.
                    ``(B) Calculation of slots.--For purposes of 
                calculating the percentage of slots owned or operated 
                by an air carrier at an ineligible high-density airport 
                under paragraph (1), the term `air carrier' means an 
                air carrier and any affiliated air carrier of that air 
                carrier that operates at that airport.''.
    (b) Conforming Amendment.--The chapter analysis for chapter 417, of 
title 49, United States Code, is amended by inserting after the item 
relating to section 41718 the following new item:

``41718A. Buy/sell rules.''.
                                 <all>