II

106TH CONGRESS

1ST SESSION S. 1137

To amend the Clayton Act to enhance the authority of the Attorney General

of the United States to prevent certain mergers and acquisitions that

would unreasonably limit competition.

IN THE SENATE OF THE UNITED STATES

MAY 26, 1999

Mrs. BOXER introduced the following bill; which was read twice and referred

to the Committee on the Judiciary

A BILL

To amend the Clayton Act to enhance the authority of the

Attorney General of the United States to prevent certain

mergers and acquisitions that would unreasonably limit

competition.

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled,

3 SECTION 1. SHORT TITLE.

4 This Act may be cited as the ‘‘Integrated Oil Com5 pany Antitrust Act’’.

6 SEC. 2. PURPOSE.

7 The purpose of this Act is to enhance the authority

8 of the Attorney General of the United States to promote
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1 competition in the oil industry by ensuring access to crude

2 oil and petroleum product for refiners that are not part

3 of an integrated oil company and for independent market4 ers.

5 SEC. 3. RESTRAINT OF TRADE.

6 The Clayton Act (15 U.S.C. 12 et seq.) is amended

7 by adding at the end the following new section:

8 ‘‘SEC. 28. RESTRAINT OF TRADE REGARDING INTEGRATED

9 OIL COMPANIES.

10 ‘‘(a) DEFINITIONS.—In this section:

11 ‘‘(1) INTEGRATED OIL COMPANY.—The term

12 ‘integrated oil company’ has the meaning given that

13 term in section 291(b)(4) of the Internal Revenue

14 Code of 1986.

15 ‘‘(2) OIL INDUSTRY.—The term ‘oil industry’—

16 ‘‘(A) means the oil industry of the United

17 States; and

18 ‘‘(B) includes integrated oil companies, re19 finers that are not part of an integrated oil

20 company, and independent marketers.

21 ‘‘(b) RESTRAINT OF TRADE REGARDING INTE22 GRATED OIL COMPANIES.—Notwithstanding any other

23 provision of law, an integrated oil company, including any

24 affiliate of such a company, shall not merge with or ac-
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1 quire a controlling interest in another integrated oil com2 pany, unless—

3 ‘‘(1) the Attorney General of the United States

4 finds that the proposed merger or acquisition will

5 promote competition in the oil industry; and

6 ‘‘(2)(A) the integrated oil company acquiring or

7 merging with another integrated oil company agrees

8 to make available for sale to refiners that are not

9 part of an integrated oil company and to inde10 pendent marketers sufficient quantities of crude oil

11 and petroleum product to ensure adequate competi12 tion between—

13 ‘‘(i) integrated oil companies; and

14 ‘‘(ii)(I) refiners that are not a part of an

15 integrated oil company; and

16 ‘‘(II) independent marketers; and

17 ‘‘(B) the Federal Trade Commission approves

18 that agreement.

19 ‘‘(c) REPORT OF THE ATTORNEY GENERAL OF THE

20 UNITED STATES.—Not later than 10 days after the Attor21 ney General of the United States makes a finding de22 scribed in subsection (b)(1), the Attorney General shall

23 submit to the Committee on the Judiciary of the Senate

24 and the Committee on the Judiciary of the House of Rep25 resentatives a report on the finding, including an analysis
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1 of the effect of the merger or acquisition on competition

2 in the oil industry.

3 ‘‘(d) APPLICATION PROCESS.—

4 ‘‘(1) IN GENERAL.—Each integrated oil com5 pany or affiliate of an integrated oil company pro6 posing to merge with or acquire a controlling inter7 est in another integrated oil company shall file an

8 application with both the Attorney General of the

9 United States and the Federal Trade Commission,

10 on the same day.

11 ‘‘(2) DECISIONS.—The Attorney General and

12 the Federal Trade Commission shall issue a decision

13 regarding the application within the time period ap14 plicable for review of mergers under section 7A of

15 this Act.

16 ‘‘(e) JURISDICTION OF THE UNITED STATES

17 COURTS.—

18 ‘‘(1) IN GENERAL.—The district courts of the

19 United States are vested with jurisdiction to prevent

20 and restrain any mergers or acquisitions described

21 in subsection (d) that are inconsistent with the re22 quirements under subsection (b).

23 ‘‘(2) ACTIONS.—The Attorney General of the

24 United States may institute proceedings in any dis25 trict court of the United States in the district in
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1 which the defendant resides or is found, or has an

2 agent, and that court shall order such injunctive,

3 and other relief, as may be appropriate if—

4 ‘‘(A) the Attorney General makes a finding

5 that a proposed merger or acquisition described

6 in subsection (d) does not meet the applicable

7 condition under subsection (b)(1); or

8 ‘‘(B) the Federal Trade Commission makes

9 a finding that 1 or more of the parties to the

10 merger or acquisition referred to in subsection

11 (b)(2) do not meet the requirements specified in

12 that subsection.’’.

13 SEC. 4. APPLICABILITY.

14 This Act and the amendments made by this Act shall

15 apply to a merger or acquisition of a controlling interest

16 of an integrated oil company (as that term is defined in

17 section 28(a) of the Clayton Act, as added by section 3

18 of this Act), occurring on or after the date of enactment

19 of this Act.

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