II 

118TH CONGRESS 

2D SESSION S. 3803 

To make price gouging unlawful, to expand the ability of the Federal Trade 

Commission to seek permanent injunctions and equitable relief, and for 

other purposes. 

IN THE SENATE OF THE UNITED STATES 

FEBRUARY 26, 2024 

Ms. WARREN (for herself, Ms. BALDWIN, Mr. CASEY, Mr. SANDERS, Mr. 

MERKLEY, Mr. MARKEY, Mr. WHITEHOUSE, Mr. BLUMENTHAL, and Mr. 

FETTERMAN) introduced the following bill; which was read twice and referred to the Committee on Commerce, Science, and Transportation 

A BILL 

To make price gouging unlawful, to expand the ability of 

the Federal Trade Commission to seek permanent injunctions and equitable relief, and for other purposes. 

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; TABLE OF CONTENTS. 

4 (a) SHORT TITLE.—This Act may be cited as the 

5 ‘‘Price Gouging Prevention Act of 2024’’. 

6 (b) TABLE OF CONTENTS.—The table of contents for 

7 this Act is as follows: 

Sec. 1. Short title; table of contents. 

Sec. 2. Definitions. 


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Sec. 3. Prevention of price gouging. 

Sec. 4. Disclosures in SEC filings. 

Sec. 5. Funding. 

1 SEC. 2. DEFINITIONS. 

2 In this Act: 

3 (1) COMMISSION.—The term ‘‘Commission’’ 

4 means the Federal Trade Commission. 

5 (2) CRITICAL TRADING PARTNER.—The term 

6 ‘‘critical trading partner’’ means a person that has 

7 the ability to restrict, impede, or foreclose access to 

8 the inputs, customers, partners, goods, services, 

9 technology, platform, facilities, or tools of such per10 son in a way that harms competition or limits the 

11 ability of the customers or suppliers of such person 

12 to carry out business effectively. 

13 (3) EXCEPTIONAL MARKET SHOCK.—The term 

14 ‘‘exceptional market shock’’ means— 

15 (A) any change or imminently threatened 

16 (as determined under guidance issued by the 

17 Commission) change in the market for a good 

18 or service resulting from a natural disaster, 

19 failure or shortage of electric power or other 

20 source of energy, concerted labor action, lock21 out, civil disorder, war, military action, national 

22 or local emergency, public health emergency, or 

23 any other cause of an atypical disruption in 

24 such market; or 


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1 (B) any period of time during which the 

2 President has declared a major disaster or 

3 emergency under section 401 or 502, respec4 tively, of the Robert T. Stafford Disaster Relief 

5 and Emergency Assistance Act (42 U.S.C. 

6 5170, 5191). 

7 (4) GOOD OR SERVICE.—The term ‘‘good or 

8 service’’ means any good or service offered in com9 merce. 

10 (5) STATE.—The term ‘‘State’’ means each of 

11 the several States, the District of Columbia, each 

12 commonwealth, territory, or possession of the United 

13 States, and each federally recognized Indian Tribe. 

14 (6) ULTIMATE PARENT ENTITY.—The term ‘‘ul15 timate parent entity’’ has the meaning given such 

16 term in section 801.1 of title 16, Code of Federal 

17 Regulations (or any successor regulation). 

18 SEC. 3. PREVENTION OF PRICE GOUGING. 

19 (a) IN GENERAL.—It shall be unlawful for a person 

20 to sell or offer for sale a good or service at a grossly exces21 sive price, regardless of the person’s position in a supply 

22 chain or distribution network. 

23 (b) AFFIRMATIVE DEFENSE.— 


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1 (1) IN GENERAL.—Subsection (a) shall not 

2 apply to the sale, or offering for sale, of a good or 

3 service by a person if— 

4 (A) the person’s ultimate parent entity 

5 earned less than $100,000,000 in gross revenue 

6 from goods or services provided in the United 

7 States during the 12-month period preceding 

8 the sale or offer that allegedly violates sub9 section (a); and 

10 (B) the person demonstrates by a prepon11 derance of the evidence that the increase in the 

12 price of the good or service involved is directly 

13 attributable to additional costs that are— 

14 (i) not within the control of the per15 son; and 

16 (ii) incurred by the person in pro17 curing, acquiring, distributing, or pro18 viding the good or service. 

19 (2) INFLATION ADJUSTMENT.—Beginning on 

20 January 1, 2025, the Commission shall annually ad21 just the amount specified in paragraph (1)(A) by the 

22 percentage change in the consumer price index for 

23 all urban consumers published by the Bureau of 

24 Labor Statistics for the 12-month period ending on 

25 December 31 of the previous year. 


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1 (c) PRESUMPTIVE VIOLATIONS.—A person shall be 

2 presumed to be in violation of subsection (a) if, during 

3 an exceptional market shock, it is shown by a preponder4 ance of the evidence that the person— 

5 (1)(A) has unfair leverage; or 

6 (B) is using the effects or circumstances related 

7 to an exceptional market shock as a pretext to in8 crease prices; and 

9 (2) regardless of the person’s position in a sup10 ply chain or distribution network, sells or offers for 

11 sale a good or service at an excessive price compared 

12 to— 

13 (A) the average price at which the good or 

14 service was sold or offered for sale by the per15 son in the market during the 120-day period 

16 preceding such exceptional market shock; or 

17 (B) the price at which the good or service 

18 was sold or offered for sale by competing sellers 

19 in the market during the exceptional market 

20 shock. 

21 (d) REBUTTAL.—A person may rebut a presumption 

22 under subsection (c) if the person demonstrates by clear 

23 and convincing evidence that the increase in the price of 

24 the good or service involved is directly attributable to addi25 tional costs that are— 


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1 (1) not within the control of the person; and 

2 (2) incurred by the person in procuring, acquir3 ing, distributing, or providing the good or service. 

4 (e) UNFAIR LEVERAGE.— 

5 (1) IN GENERAL.— 

6 (A) CHARACTERISTICS OF UNFAIR LEVER7 AGE.—For purposes of subsection (c), a person 

8 has unfair leverage if the person— 

9 (i) earned at least $1,000,000,000 in 

10 gross revenue from goods or services pro11 vided in the United States during the 12- 

12 month period preceding the sale or offer 

13 that allegedly violates subsection (a); 

14 (ii) discriminates between otherwise 

15 equal trading partners in the same market 

16 by applying differential prices or condi17 tions; 

18 (iii) is a critical trading partner; 

19 (iv) engages in unfair, deceptive, or 

20 abusive acts or practices; 

21 (v) has a dominant position in— 

22 (I) the conduct of any business, 

23 trade, or commerce; 

24 (II) any labor market; or 


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1 (III) the furnishing of any serv2 ice; or 

3 (vi) has a characteristic described in a 

4 rule promulgated by the Commission that 

5 further defines unfair leverage. 

6 (B) PRESUMPTION OF A DOMINANT POSI7 TION.—For purposes of subparagraph (A)(v), a 

8 person shall be presumed to have a dominant 

9 position if— 

10 (i) evidence shows that the person is 

11 not constrained by meaningful competitive 

12 pressures; or 

13 (ii) the person— 

14 (I) has a share of 40 percent or 

15 greater of a relevant market as a sell16 er; or 

17 (II) has a share of 30 percent or 

18 greater of a relevant market as a 

19 buyer. 

20 (2) INFLATION ADJUSTMENT.—Beginning on 

21 January 1, 2025, the Commission shall annually ad22 just the amount specified in paragraph (1)(A)(i) by 

23 the percentage change in the consumer price index 

24 for all urban consumers published by the Bureau of 


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1 Labor Statistics for the 12-month period ending on 

2 December 31 of the previous year. 

3 (f) ENFORCEMENT BY THE COMMISSION.— 

4 (1) UNFAIR OR DECEPTIVE ACTS OR PRAC5 TICES.—A violation of this section or a regulation 

6 promulgated under this section shall be treated as a 

7 violation of a rule defining an unfair or deceptive act 

8 or practice prescribed under section 18(a)(1)(B) of 

9 the Federal Trade Commission Act (15 U.S.C. 

10 57a(a)(1)(B)). 

11 (2) POWERS OF THE COMMISSION.— 

12 (A) IN GENERAL.—Except as provided by 

13 subparagraphs (D) and (E), the Commission 

14 shall enforce this section in the same manner, 

15 by the same means, and with the same jurisdic16 tion, powers, and duties as though all applicable 

17 terms and provisions of the Federal Trade 

18 Commission Act (15 U.S.C. 41 et seq.) were in19 corporated into and made a part of this section. 

20 (B) PRIVILEGES AND IMMUNITIES.—Any 

21 person who violates this section or a regulation 

22 promulgated under this section shall be subject 

23 to the penalties and entitled to the privileges 

24 and immunities provided in the Federal Trade 

25 Commission Act (15 U.S.C. 41 et seq.). 


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1 (C) AUTHORITY PRESERVED.—Nothing in 

2 this section shall be construed to limit the au3 thority of the Commission under any other pro4 vision of law. 

5 (D) INDEPENDENT LITIGATION AUTHOR6 ITY.—If the Commission has reason to believe 

7 that a person has violated this section, the 

8 Commission may bring a civil action in any ap9 propriate United States district court to— 

10 (i) enjoin any further such violation 

11 by such person; 

12 (ii) enforce compliance with this sec13 tion; 

14 (iii) obtain a permanent, temporary, 

15 or preliminary injunction; 

16 (iv) obtain civil penalties; 

17 (v) obtain damages, restitution, or 

18 other compensation on behalf of aggrieved 

19 consumers; or 

20 (vi) obtain any other appropriate equi21 table relief. 

22 (E) CIVIL PENALTIES.—In addition to any 

23 other penalties as may be prescribed by law, 

24 each violation of this section shall carry a civil 

25 penalty not to exceed— 


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1 (i) if the person who committed the 

2 violation does not have unfair leverage (as 

3 described in subsection (e)), the lesser of— 

4 (I) $25,000; or 

5 (II) 5 percent of the revenues 

6 earned by the person’s ultimate par7 ent entity during the preceding 12- 

8 month period; or 

9 (ii) if the person who committed the 

10 violation has unfair leverage, 5 percent of 

11 the revenues earned by the person’s ulti12 mate parent entity during the preceding 

13 12-month period. 

14 (F) RULEMAKING.— 

15 (i) IN GENERAL.—The Commission 

16 may promulgate in accordance with section 

17 553 of title 5, United States Code, such 

18 rules as may be necessary to carry out this 

19 section, including guidelines regarding 

20 what circumstances constitute an excep21 tional market shock or guidelines that pro22 vide for additional characteristics that 

23 demonstrate that a person has unfair le24 verage. 


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1 (ii) REQUIRED GUIDANCE.—Not later 

2 than 180 days after the date of enactment 

3 of this Act, the Commission shall promul4 gate regulations regarding violations of 

5 this section, which shall include guidelines 

6 on, for the purposes of this Act, what con7 stitutes a market, a grossly excessive price 

8 for a good or service, and an excessive 

9 price for a good or service. 

10 (iii) DEFINITION OF GROSSLY EXCES11 SIVE PRICE.— 

12 (I) IN GENERAL.—For purposes 

13 of subsection (a) and the guidelines 

14 on what constitutes a grossly excessive 

15 price described in clause (ii), the 

16 Commission shall define the term 

17 ‘‘grossly excessive price’’ using any 

18 metric it deems appropriate. 

19 (II) DEFINITION CONSIDER20 ATIONS.—In formulating the defini21 tion in subclause (I), the Commission 

22 shall consider whether to provide that 

23 such term shall include a price for a 

24 good or service that is an amount 

25 equal to or greater than 120 percent 


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1 (or a lesser percentage, as determined 

2 appropriate by the Commission) of the 

3 average price for such good or service 

4 in the market during the 6-month pe5 riod preceding the sale or offer that 

6 allegedly violates subsection (a). 

7 (g) ENFORCEMENT BY STATE ATTORNEYS GEN8 ERAL.— 

9 (1) IN GENERAL.—If the attorney general of a 

10 State has reason to believe that any person has vio11 lated or is violating this section, the attorney gen12 eral, in addition to any authority it may have to 

13 bring an action in State court under the laws of 

14 such State, may bring a civil action in any appro15 priate United States district court or in any other 

16 court of competent jurisdiction, including a State 

17 court, to— 

18 (A) enjoin any further such violation by 

19 such person; 

20 (B) enforce compliance with this section; 

21 (C) obtain a permanent, temporary, or pre22 liminary injunction; 

23 (D) obtain civil penalties; 


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1 (E) obtain damages, restitution, or other 

2 compensation on behalf of residents of the 

3 State; or 

4 (F) obtain any other appropriate equitable 

5 relief. 

6 (2) RIGHTS OF THE COMMISSION.— 

7 (A) NOTICE TO THE COMMISSION.— 

8 (i) IN GENERAL.—Except as provided 

9 in clause (ii), before initiating a civil action 

10 under paragraph (1), the attorney general 

11 of the State involved shall provide to the 

12 Commission a written notice of such action 

13 and a copy of the complaint for such ac14 tion. 

15 (ii) EXCEPTION.—If the attorney gen16 eral determines that it is not feasible to 

17 provide the notice described in clause (i) 

18 before initiating a civil action under this 

19 subsection, the attorney general shall pro20 vide written notice of the action and a copy 

21 of the complaint to the Commission imme22 diately upon initiating the civil action. 

23 (iii) JURISDICTION NOT AFFECTED.— 

24 An attorney general failing to provide no25 tice under clause (i) shall not prevent the 


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1 attorney general or the Commission from 

2 having jurisdiction over a civil action 

3 brought under paragraph (1) or imperil 

4 such civil action in any way. 

5 (B) INTERVENTION.—The Commission 

6 may— 

7 (i) intervene in any civil action 

8 brought by the attorney general, official, or 

9 agency of a State under this subsection; 

10 and 

11 (ii) upon intervening— 

12 (I) be heard on all matters aris13 ing in the civil action; and 

14 (II) file petitions for appeal of a 

15 decision in the civil action. 

16 (3) INVESTIGATORY POWERS.—Nothing in this 

17 subsection may be construed to prevent the attorney 

18 general of a State from exercising the powers con19 ferred on the attorney general by the laws of the 

20 State to conduct investigations, to administer oaths 

21 or affirmations, or to compel the attendance of wit22 nesses or the production of documentary or other 

23 evidence. 

24 (4) LIMITATION ON STATE ACTION WHILE FED25 ERAL ACTION IS PENDING.—If the Commission has 


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1 instituted a civil action for a violation of this section, 

2 no State attorney general may, without the approval 

3 of the Commission, bring an action under this sub4 section during the pendency of that action against 

5 any defendant named in the complaint of the Com6 mission for any violation of this section alleged in 

7 the complaint. 

8 (5) RELATIONSHIP WITH STATE-LAW CLAIMS.— 

9 If the attorney general of a State has authority to 

10 bring an action under State law directed at acts or 

11 practices that also violate this section, the attorney 

12 general may assert a claim under State law and a 

13 claim under this section in the same civil action. 

14 (6) VENUE; SERVICE OF PROCESS.— 

15 (A) VENUE.—Any action brought under 

16 paragraph (1) may be brought in— 

17 (i) the district court of the United 

18 States that meets applicable requirements 

19 relating to venue under section 1391 of 

20 title 28, United States Code; or 

21 (ii) another court of competent juris22 diction. 

23 (B) SERVICE OF PROCESS.—In an action 

24 brought under paragraph (1), process may be 

25 served in any district in which— 


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1 (i) the defendant is an inhabitant, 

2 may be found, or transacts business; or 

3 (ii) venue is proper under section 

4 1391 of title 28, United States Code. 

5 (7) ACTIONS BY OTHER STATE OFFICIALS.— 

6 (A) IN GENERAL.—In addition to civil ac7 tions brought by an attorney general under 

8 paragraph (1), any other officer of a State who 

9 is authorized by the State to do so may bring 

10 a civil action under paragraph (1), subject to 

11 the same requirements and limitations that 

12 apply under this subsection to civil actions 

13 brought by attorneys general. 

14 (B) SAVINGS PROVISION.—Nothing in this 

15 subsection may be construed to prohibit an au16 thorized official of a State from initiating or 

17 continuing any proceeding in a court of the 

18 State for a violation of any civil or criminal law 

19 of the State. 

20 (8) EFFECT ON STATE LAWS.—Nothing in this 

21 section shall preempt or otherwise affect any State 

22 or local law. 

23 SEC. 4. DISCLOSURES IN SEC FILINGS. 

24 (a) DEFINITIONS.—In this section: 


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1 (1) COVERED ISSUER.—The term ‘‘covered 

2 issuer’’ means an issuer that— 

3 (A) has a covered quarter; and 

4 (B) in the quarter following the covered 

5 quarter described in subparagraph (A), is re6 quired to submit Form 10–Q or Form 10–K. 

7 (2) COVERED QUARTER.—The term ‘‘covered 

8 quarter’’ means a quarter during which there is an 

9 exceptional market shock. 

10 (3) FORM 10–K.—The term ‘‘Form 10–K’’ 

11 means the form described in section 249.310 of title 

12 17, Code of Federal Regulations, or any successor 

13 regulation. 

14 (4) FORM 10–Q.—The term ‘‘Form 10–Q’’ 

15 means the form described in section 240.15d–13 of 

16 title 17, Code of Federal Regulations, or any suc17 cessor regulation. 

18 (5) ISSUER.—The term ‘‘issuer’’ has the mean19 ing given the term in section 3(a) of the Securities 

20 Exchange Act of 1934 (15 U.S.C. 78c(a)). 

21 (b) INCLUSION IN FILING.—Each covered issuer, in 

22 each Form 10–K or Form 10–Q that the covered issuer 

23 is required to file in a quarter following a covered quarter, 

24 shall include in the filing the following information with 


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1 respect to that covered quarter, as compared with the 

2 quarter preceding that covered quarter: 

3 (1) The percentage change in the volume of 

4 goods or services sold, and the percentage change in 

5 the average sales price of those goods or services, 

6 which shall be broken down by material product cat7 egories, when relevant, and presented in a tabular 

8 format. 

9 (2) The gross margins of the covered issuer, 

10 which shall be broken down by material product cat11 egories, when relevant, and presented in a tabular 

12 format. 

13 (3) Presented in tabular format, the share of 

14 the increase in revenue of the covered issuer that is 

15 attributable to— 

16 (A) a change in the cost of goods or serv17 ices sold by the covered issuer; and 

18 (B) a change in the volume of goods or 

19 services sold by the covered issuer. 

20 (4) The percentage change in the costs of the 

21 covered issuer, which shall be broken down by cat22 egory and presented in tabular format. 

23 (5) In dollars, the change in the costs of the 

24 covered issuer and the revenue of the covered issuer, 

25 which shall be presented in tabular format. 


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1 (6) A detailed narrative disclosure of the pric2 ing strategy of the covered issuer, which shall in3 clude— 

4 (A) an explanation for any increase in the 

5 gross margins of material product categories, 

6 including all material causes for such an in7 crease, an explanation of how each such mate8 rial cause affected such an increase, and a de9 scription of the relative importance of each such 

10 material cause with respect to such an increase; 

11 (B) an explanation for the decisions made 

12 by the covered issuer with respect to the prices 

13 of goods or services sold by the covered issuer; 

14 (C) if the covered issuer increased prices at 

15 a rate that was greater than the rate at which 

16 the costs incurred by the covered issuer in17 creased, the rationale and objectives for increas18 ing prices in such a manner; and 

19 (D) a description of conditions under 

20 which the covered issuer plans to modify pricing 

21 after the date on which the covered issuer sub22 mits the filing. 

23 (c) REGULATIONS.—Not later than 180 days after 

24 the date of enactment of this Act, the Securities and Ex25 change Commission shall issue final regulations, or amend 


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1 existing regulations of the Commission, to carry out this 

2 section. 

3 (d) EFFECTIVE DATE.—This section shall take effect 

4 on the date on which the Securities and Exchange Com5 mission issues final regulations under subsection (c) or 

6 completes the amendments required under that sub7 section, as applicable. 

8 SEC. 5. FUNDING. 

9 In addition to amounts otherwise available, there is 

10 appropriated to the Commission for fiscal year 2024, out 

11 of any money in the Treasury not otherwise appropriated, 

12 $1,000,000,000, to remain available until September 30, 

13 2032, for carrying out work of the Commission. 

Æ 


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