[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5645 Referred in Senate (RFS)]

<DOC>
115th CONGRESS
  2d Session
                                H. R. 5645


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                              May 10, 2018

  Received; read twice and referred to the Committee on the Judiciary

_______________________________________________________________________

                                 AN ACT


 
   To amend the Clayton Act and the Federal Trade Commission Act to 
provide that the Federal Trade Commission shall exercise authority with 
  respect to mergers only under the Clayton Act and only in the same 
  procedural manner as the Attorney General exercises such authority.

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

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Standard Merger and Acquisition 
Reviews Through Equal Rules Act of 2018''.

SEC. 2. AMENDMENTS TO THE CLAYTON ACT.

    The Clayton Act (15 U.S.C. 12 et seq.) is amended--
            (1) by striking section 4F and inserting the following:

``SEC. 4F. ACTIONS BY ATTORNEY GENERAL OF THE UNITED STATES OR THE 
              FEDERAL TRADE COMMISSION.

    ``(a) Whenever the Attorney General of the United States has 
brought an action under the antitrust laws or the Federal Trade 
Commission has brought an action under section 15, and the Attorney 
General or Federal Trade Commission, as applicable, 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 or section 7, the Attorney General or Federal 
Trade Commission, as applicable, shall promptly give written 
notification thereof to such State attorney general.
    ``(b) To assist a State attorney general in evaluating the notice 
described in subsection (a) or in bringing any action under this Act, 
the Attorney General of the United States or Federal Trade Commission, 
as applicable, shall, upon request by such State attorney general, make 
available to the State attorney general, 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.'';
            (2) in section 5--
                    (A) in subsection (a) by inserting ``or a 
                proceeding brought by the Federal Trade Commission 
                under section 15'' after ``United States under the 
                antitrust laws''; and
                    (B) in subsection (i) by inserting ``or a 
                proceeding instituted by the Federal Trade Commission 
                under section 15'' after ``antitrust laws'';
            (3) Section 11 of the Clayton Act (15 U.S.C. 21) is 
        amended--
                    (A) in subsection (b) by striking ``Whenever'' and 
                inserting ``Except as provided in subsection (m), 
                whenever''; and
                    (B) by adding at the end the following:
    ``(m) The Federal Trade Commission may not use the procedures for 
administrative adjudication set forth in subsection (b) of this section 
to prevent the consummation of a proposed merger, acquisition, joint 
venture, or similar transaction that is subject to section 7, unless 
the complaint is accompanied by a consent agreement between the 
Commission and a party to the transaction that resolves all the 
violations alleged in the complaint. The Federal Trade Commission may 
institute proceedings in a district court under section 15 to prevent 
the consummation of such a transaction. In any such proceeding the 
district court shall apply the same standard for granting injunctive 
relieve as applicable to a proceeding brought by the United States 
attorneys under section 15. The Federal Trade Commission may issue an 
administrative complaint under this section if the complaint is 
accompanied by a consent agreement between the Federal Trade Commission 
and a party to the transaction settling the alleged violations.'';
            (4) in section 13, by inserting ``or a suit, action, or 
        proceeding brought by the Federal Trade Commission under 
        section 15'' before ``subpoenas''; and
            (5) in section 15, by inserting ``and the duty of the 
        Federal Trade Commission with respect to the consummation of a 
        proposed merger, acquisition, joint venture, or similar 
        transaction that is subject to section 7 and not yet 
        consummated,'' after ``General''.

SEC. 3. AMENDMENTS TO THE FEDERAL TRADE COMMISSION ACT.

    The Federal Trade Commission Act (15 U.S.C. 41) is amended--
            (1) in section 5(b), by inserting ``(excluding the 
        consummation of a proposed merger, acquisition, joint venture, 
        or similar transaction that is subject to section 7 of the 
        Clayton Act (15 U.S.C. 18), except in cases where the 
        Commission approves an agreement with the parties to the 
        transaction that contains a consent order)'' after ``unfair 
        method of competition'';
            (2) in section 9, by inserting after the fourth 
        undesignated paragraph the following:
    ``Upon the application of the commission with respect to any 
activity related to the consummation of a proposed merger, acquisition, 
joint venture, or similar transaction that is subject to section 7 of 
the Clayton Act (15 U.S.C. 18) that may result in any unfair method of 
competition, the district courts of the United States shall have 
jurisdiction to issue writs of mandamus commanding any person or 
corporation to comply with the provisions of this Act or any order of 
the commission made in pursuance thereof.'';
            (3) in section 13(b)(1), by inserting ``(excluding section 
        7 of the Clayton Act (15 U.S.C. 18) and section 5(a)(1) with 
        respect to the consummation of a proposed merger, acquisition, 
        joint venture, or similar transaction that is subject to 
        section 7 of the Clayton Act (15 U.S.C. 18))'' after 
        ``Commission''; and
            (4) in section 16(a)(2)--
                    (A) in subparagraph (D) by striking ``or'' at the 
                end;
                    (B) in subparagraph (E) by adding ``or'' at the 
                end; and
                    (C) by adding at the end the following:
                    ``(F) under section 15 of the Clayton Act (15 
                U.S.C. 25);''.

SEC. 4. EFFECTIVE DATE; APPLICATION OF AMENDMENTS.

    (a) Effective Date.--Except as provided in subsection (b), this Act 
and the amendments made by this Act shall take effect on the date of 
the enactment of this Act.
    (b) Application of Amendments.--The amendments made by this Act 
shall not apply to any of the following that occurs before the date of 
enactment of this Act:
            (1) A violation of section 7 of the Clayton Act (15 U.S.C. 
        18).
            (2) A transaction with respect to which there is compliance 
        with section 7A of the Clayton Act (15 U.S.C. 18a).
            (3) A case in which a preliminary injunction has been filed 
        in a district court of the United States.

            Passed the House of Representatives May 9, 2018.

            Attest:

                                                 KAREN L. HAAS,

                                                                 Clerk.