II

106TH CONGRESS

1ST SESSION S. 1121

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

to prevent certain mergers and acquisitions that would unreasonably

limit competition.

IN THE SENATE OF THE UNITED STATES

MAY 25, 1999

Mr. LEAHY introduced the following bill; which was read twice and referred

to the Committee on the Judiciary

A BILL

To amend the Clayton Act to enhance the authority of the

Attorney General to prevent certain mergers and acquisitions that would unreasonably limit competition.

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 ‘‘Antitrust Improve5 ments Act of 1999’’.

6 SEC. 2. PURPOSE.

7 The purpose of this Act is to enhance the authority

8 of the Attorney General to prevent certain mergers and

9 acquisitions that would unreasonably limit competition in
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1 the telecommunications industry in any case in which cer2 tain Federal requirements that would enhance competition

3 are not met.

4 SEC. 3. RESTRAINT OF TRADE.

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

6 (1) by redesignating section 27 (as designated

7 by section 2 of Public Law 96–493) as section 29;

8 and

9 (2) by inserting after section 27 (as added by

10 the Curt Flood Act of 1998 (Public Law 105–297))

11 the following new section:

12 ‘‘SEC. 28. (a) In this section, the term ‘large local

13 telephone company’ means a local telephone company that,

14 as of the date of a proposed merger or acquisition covered

15 by this section, serves more than 5 percent of the tele16 phone access lines in the United States.

17 ‘‘(b) Notwithstanding any other provision of law, a

18 large local telephone company, including any affiliate of

19 such a company, shall not merge with or acquire a control20 ling interest in another large local telephone company

21 unless—

22 ‘‘(1) the Attorney General finds that the pro23 posed merger or acquisition will promote competition

24 for telephone exchange services and exchange access

25 services; and
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1 ‘‘(2) the Federal Communications Commission

2 finds that each large local telephone company that

3 is a party to the proposed merger or acquisition,

with respect to at least 1 4 ⁄2 of the access lines in each

State served by that company, of which at least 1 5 ⁄2

6 are residential access lines, has fully implemented

7 the requirements of sections 251 and 252 of the

8 Communications Act of 1934 (47 U.S.C. 251, 252),

9 including the regulations of the Commission and of

10 the States that implement those requirements.

11 ‘‘(c) Not later than 10 days after the Attorney Gen12 eral makes a finding described in subsection (b)(1), the

13 Attorney General shall submit to the Committee on the

14 Judiciary of the Senate and the Committee on the Judici15 ary of the House of Representatives a report on the find16 ing, including an analysis of the effect of the merger or

17 acquisition on competition in the United States tele18 communications industry.

19 ‘‘(d)(1) Each large local telephone company or affil20 iate of a large local telephone company proposing to merge

21 with or acquire a controlling interest in another large local

22 telephone company shall file an application under this sec23 tion with respect to the merger or acquisition with both

24 the Attorney General and the Federal Communications

25 Commission on the same day.
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1 ‘‘(2) The Attorney General and the Federal Commu2 nications Commission shall issue a decision regarding the

3 application within the time period applicable to review of

4 mergers under section 7A.

5 ‘‘(e)(1) The district courts of the United States are

6 vested with jurisdiction to prevent and restrain any merg7 ers or acquisitions described in subsection (d) that are in8 consistent with a finding under paragraph (1) or (2) of

9 subsection (b).

10 ‘‘(2) The Attorney General may institute proceedings

11 in any district court of the United States in the district

12 in which the defendant resides or is found or has an agent

13 and that court shall order such injunctive, and other relief,

14 as may be appropriate if—

15 ‘‘(A) the Attorney General makes a finding that

16 a proposed merger or acquisition covered by an ap17 plication under subsection (d) does not meet the

18 condition specified in subsection (b)(1); or

19 ‘‘(B) the Federal Communications Commission

20 makes a finding that 1 or more of the parties to the

21 proposed merger or acquisition do not meet the re22 quirements specified in subsection (b)(2).’’.

23 SEC. 4. PRESERVATION OF EXISTING AUTHORITIES.

24 (a) IN GENERAL.—Nothing in this Act or the amend25 ment made by section 3(2) shall be construed to modify,
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1 impair, or supersede the applicability of the antitrust laws,

2 or any authority of the Federal Communications Commis3 sion under the Communications Act of 1934 (47 U.S.C.

4 151 et seq.), with respect to mergers, acquisitions, and

5 affiliations of large local exchange carriers.

6 (b) ANTITRUST LAWS DEFINED.—In this section, the

7 term ‘‘antitrust laws’’ has the meaning given that term

8 in the first section of the Clayton Act (15 U.S.C. 12).

9 SEC. 5. APPLICABILITY.

10 This Act and the amendment made by section 3(2)

11 shall apply to a merger or acquisition of a controlling in12 terest of a large local telephone company (as that term

13 is defined in section 27 of the Clayton Act, as added by

14 such section 3(2)), occurring on or after the date of the

15 enactment of this Act.

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