II 

116TH CONGRESS 

2D SESSION S. 4876 

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, 

and to require the Federal Communications Commission to approve or 

deny a license transfer application within 180 days of submission. 

IN THE SENATE OF THE UNITED STATES 

OCTOBER 26 (legislative day, OCTOBER 19), 2020 

Mr. LEE (for himself, Mr. GRASSLEY, and Mr. TILLIS) introduced the following bill; which was read twice and referred to the Committee on the 

Judiciary 

A BILL 

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, and to require 

the Federal Communications Commission to approve or 

deny a license transfer application within 180 days of 

submission. 

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


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1 TITLE I—STANDARD MERGER 

2 AND ACQUISITION REVIEWS 

3 THROUGH EQUAL RULES 

4 SEC. 101. SHORT TITLE. 

5 This title may be cited as the ‘‘Standard Merger and 

6 Acquisition Reviews Through Equal Rules Act of 2020’’. 

7 SEC. 102. AMENDMENTS TO THE CLAYTON ACT. 

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

9 (1) by striking section 4F (15 U.S.C. 15f) and 

10 inserting the following— 

11 ‘‘ACTIONS BY ATTORNEY GENERAL OF THE UNITED

12 STATES OR THE FEDERAL TRADE COMMISSION

13 ‘‘SEC. 4F. (a) Whenever the Attorney General of the 

14 United States has brought an action under the antitrust 

15 laws or the Federal Trade Commission has brought an ac16 tion under section 7, and the Attorney General or Federal 

17 Trade Commission, as applicable, has reason to believe 

18 that any State attorney general would be entitled to bring 

19 an action under this Act based substantially on the same 

20 alleged violation of the antitrust laws or section 7, the At21 torney General or Federal Trade Commission, as applica22 ble, shall promptly give written notification thereof to such 

23 State attorney general. 

24 ‘‘(b) To assist a State attorney general in evaluating 

25 the notice described in subsection (a) or in bringing any 


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1 action under this Act, the Attorney General of the United 

2 States or Federal Trade Commission, as applicable, shall, 

3 upon request by such State attorney general, make avail4 able to the State attorney general, to the extent permitted 

5 by law, any investigative files or other materials which are 

6 or may be relevant or material to the actual or potential 

7 cause of action under this Act.’’; 

8 (2) in section 5 (15 U.S.C. 16)— 

9 (A) in subsection (a), by inserting ‘‘(in10 cluding a proceeding brought by the Federal 

11 Trade Commission with respect to a violation of 

12 section 7)’’ after ‘‘United States under the anti13 trust laws’’; and 

14 (B) in subsection (i), by inserting ‘‘(includ15 ing a proceeding instituted by the Federal 

16 Trade Commission with respect to a violation of 

17 section 7)’’ after ‘‘antitrust laws’’; 

18 (3) in section 11 (15 U.S.C. 21), by adding at 

19 the end the following: 

20 ‘‘(m)(1) Except as provided in paragraph (2), in en21 forcing compliance with section 7, the Federal Trade Com22 mission shall enforce compliance with that section in the 

23 same manner as the Attorney General in accordance with 

24 section 15. 


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1 ‘‘(2) If the Federal Trade Commission approves an 

2 agreement with the parties to the transaction that con3 tains a consent order with respect to a violation of section 

4 7, the Commission shall enforce compliance with that sec5 tion in accordance with this section.’’; 

6 (4) in section 13 (15 U.S.C. 23), by inserting 

7 ‘‘(including a suit, action, or proceeding brought by 

8 the Federal Trade Commission with respect to a vio9 lation of section 7)’’ before ‘‘subpoenas’’; and 

10 (5) in section 15 (15 U.S.C. 25), by inserting 

11 ‘‘and the duty of the Federal Trade Commission 

12 with respect to a violation of section 7,’’ after ‘‘Gen13 eral,’’. 

14 SEC. 103. AMENDMENTS TO THE FEDERAL TRADE COMMIS15 SION ACT. 

16 The Federal Trade Commission Act (15 U.S.C. 41 

17 et seq.) is amended— 

18 (1) in section 5(b) (15 U.S.C. 45(b)), by insert19 ing ‘‘(excluding the consummation of a proposed 

20 merger, acquisition, joint venture, or similar trans21 action that is subject to section 7 of the Clayton Act 

22 (15 U.S.C. 18), except in cases where the Commis23 sion approves an agreement with the parties to the 

24 transaction that contains a consent order)’’ after 

25 ‘‘unfair method of competition’’; 


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1 (2) in section 9 (15 U.S.C. 49), by inserting 

2 after the fourth undesignated paragraph the fol3 lowing: 

4 ‘‘Upon the application of the commission with respect 

5 to any activity related to the consummation of a proposed 

6 merger, acquisition, joint venture, or similar transaction 

7 that is subject to section 7 of the Clayton Act (15 U.S.C. 

8 18) that may result in any unfair method of competition, 

9 the district courts of the United States shall have jurisdic10 tion to issue writs of mandamus commanding any person 

11 or corporation to comply with the provisions of this Act 

12 or any order of the commission made in pursuance there13 of.’’; 

14 (3) in section 13(b)(1) (15 U.S.C. 53(b)(1)), by 

15 inserting ‘‘(excluding section 7 of the Clayton Act 

16 (15 U.S.C. 18) and section 5(a)(1) with respect to 

17 the consummation of a proposed merger, acquisition, 

18 joint venture, or similar transaction that is subject 

19 to section 7 of the Clayton Act (15 U.S.C. 18))’’ 

20 after ‘‘Commission’’; and 

21 (4) in section 20(c)(1) (15 U.S.C. 57b–1(c)(1)), 

22 by inserting ‘‘or under section 7 of the Clayton Act 

23 (15 U.S.C. 18), where applicable,’’ after ‘‘Act,’’. 


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1 SEC. 104. EFFECTIVE DATE; APPLICATION OF AMEND2 MENTS. 

3 (a) EFFECTIVE DATE.—Except as provided in sub4 section (b), this title and the amendments made by this 

5 title shall take effect on the date of the enactment of this 

6 Act. 

7 (b) APPLICATION OF AMENDMENTS.—The amend8 ments made by this title shall not apply to any of the fol9 lowing that occurs before the date of enactment of this 

10 Act: 

11 (1) A violation of section 7 of the Clayton Act 

12 (15 U.S.C. 18). 

13 (2) A transaction with respect to which there is 

14 compliance with section 7A of the Clayton Act (15 

15 U.S.C. 18a). 

16 (3) A case in which a preliminary injunction 

17 has been filed in a district court of the United 

18 States. 

19 TITLE II—FEDERAL COMMUNI20 CATIONS COMMISSION MERG21 ER PROCESS REFORM 

22 SEC. 201. TIME LIMITS FOR COMMISSION ACTION ON 

23 TRANSFERS AND ASSIGNMENTS. 

24 Title IV of the Communications Act of 1934 (47 

25 U.S.C. 401 et seq.) is amended by adding at the end the 

26 following: 


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1 ‘‘SEC. 417. TIME LIMITS FOR COMMISSION ACTION ON 

2 TRANSFERS AND ASSIGNMENTS. 

3 ‘‘(a) DEFINITION.—In this section, the term ‘covered 

4 application’ means an application for the transfer of con5 trol or assignment of any license or authorization subject 

6 to the jurisdiction of the Commission. 

7 ‘‘(b) REQUIREMENTS.— 

8 ‘‘(1) IN GENERAL.—Notwithstanding any other 

9 provision of law, including section 309(e), the Com10 mission— 

11 ‘‘(A) shall approve or deny a covered appli12 cation; and 

13 ‘‘(B) may not designate a covered applica14 tion for hearing, unless the Commission first 

15 determines by a majority vote that a material 

16 factual question exists about misrepresentation 

17 or lack of candor by the applicant. 

18 ‘‘(2) DETERMINATION.—Except as provided in 

19 paragraph (3), the Commission shall make a deter20 mination to approve or deny a covered application 

21 not later than 180 days after the date on which the 

22 applicants provide to the Commission the last sub23 mission, relating to the application, before the Com24 mission provides public notice of the application. 

25 ‘‘(3) EXTENSIONS.— 

26 ‘‘(A) IN GENERAL.— 


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1 ‘‘(i) REQUEST.—During the 180-day 

2 review period under paragraph (2), the 

3 Commission may apply to the United 

4 States District Court for the District of 

5 Columbia for an extension of that period 

6 for an additional 30 days by filing a mo7 tion to extend that references this section. 

8 ‘‘(ii) COURT DETERMINATION.—The 

9 court may grant an extension of the 180- 

10 day review period requested under clause 

11 (i) if— 

12 ‘‘(I) the court finds that the ap13 plicants for the transfer of control or 

14 assignment have not substantially 

15 complied, in a timely manner, with a 

16 reasonable request by the Commission 

17 for information; 

18 ‘‘(II) the Commission shows, by 

19 clear and convincing evidence, that 

20 the Commission is unable to complete 

21 review within the 180-day review pe22 riod; or 

23 ‘‘(III) an Executive agency (as 

24 defined in section 105 of title 5, 

25 United States Code) has requested in 


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1 writing that the Commission delay a 

2 determination pending the Executive 

3 agency’s national security review of 

4 the transfer of control or assignment. 

5 ‘‘(B) ADDITIONAL EXTENSIONS.—The 

6 Commission may request, and the court may 

7 grant, additional 30-day extensions in the same 

8 manner as an initial extension under subpara9 graph (A). 

10 ‘‘(c) APPROVAL ABSENT COMMISSION ACTION.— 

11 ‘‘(1) IN GENERAL.—A covered application shall 

12 be deemed approved without conditions if the Com13 mission does not approve or deny the application or 

14 apply for an extension during the applicable period 

15 under subsection (b). 

16 ‘‘(2) PENDING LITIGATION.— 

17 ‘‘(A) IN GENERAL.—Except as provided in 

18 subparagraph (B), if the 180-day review period 

19 under subsection (b)(2) has expired, the Com20 mission may not deny a covered application, or 

21 approve a covered application with conditions, 

22 during the pendency of any litigation relating to 

23 a request by the Commission for an extension 

24 under subsection (b)(3) with respect to the cov25 ered application, including any time during 


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1 which a court has entered a stay pending ap2 peal or administrative stay of such litigation. 

3 ‘‘(B) EXTENSION REQUEST DENIED AFTER

4 180-DAY REVIEW PERIOD.—If a request for an 

5 extension under subsection (b)(3) is denied 

6 after the expiration of the 180-day review pe7 riod under subsection (b)(2)— 

8 ‘‘(i) the Commission shall make a de9 termination to approve or deny the covered 

10 application not later than 10 days after the 

11 date on which the extension request is de12 nied; and 

13 ‘‘(ii) the covered application shall be 

14 deemed approved without conditions if the 

15 Commission does not approve or deny the 

16 application during the 10-day period de17 scribed in clause (i). 

18 ‘‘(d) BURDEN OF PERSUASION SHIFTED.—Notwith19 standing any other provision of law, including section 706 

20 of title 5, United States Code, in a judicial appeal of a 

21 Commission decision to deny a covered application, the 

22 Commission shall bear the burden of persuasion to dem23 onstrate that the decision is— 

24 ‘‘(1) permitted under applicable statutes and 

25 regulations; and 


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1 ‘‘(2) supported by the required amount of fac2 tual evidence.’’. 

3 SEC. 202. TECHNICAL AND CONFORMING AMENDMENT. 

4 Section 310(d) of the Communications Act of 1934 

5 (47 U.S.C. 310(d)) is amended, in the second sentence, 

6 by inserting before the semicolon the following: ‘‘, except 

7 as otherwise provided in section 417’’. 

8 SEC. 203. EFFECTIVE DATE. 

9 The amendment made by section 201 shall apply with 

10 respect to any covered application that is submitted to the 

11 Federal Communications Commission on or after the date 

12 of enactment of this Act. 

Æ 


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