IIB 

114TH CONGRESS 

2D SESSION H. R. 2745 

IN THE SENATE OF THE UNITED STATES 

APRIL 4, 2016 

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. 


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HR 2745 RFS

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 ‘‘Standard Merger and 

5 Acquisition Reviews Through Equal Rules Act of 2015’’. 

6 SEC. 2. AMENDMENTS TO THE CLAYTON ACT. 

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

8 (1) by striking section 4F and inserting the fol9 lowing: 

10 ‘‘SEC. 4F. ACTIONS BY ATTORNEY GENERAL OF THE 

11 UNITED STATES OR THE FEDERAL TRADE 

12 COMMISSION. 

13 ‘‘(a) Whenever the Attorney General of the United 

14 States has brought an action under the antitrust laws or 

15 the Federal Trade Commission has brought an action 

16 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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HR 2745 RFS

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— 

9 (A) in subsection (a) by inserting ‘‘(includ10 ing a proceeding brought by the Federal Trade 

11 Commission with respect to a violation of sec12 tion 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, by adding at the end the fol19 lowing: 

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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HR 2745 RFS

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, by inserting ‘‘(including a 

7 suit, action, or proceeding brought by the Federal 

8 Trade Commission with respect to a violation of sec9 tion 7)’’ before ‘‘subpoenas’’; and 

10 (5) in section 15, by inserting ‘‘and the duty of 

11 the Federal Trade Commission with respect to a vio12 lation of section 7,’’ after ‘‘General,’’. 

13 SEC. 3. AMENDMENTS TO THE FEDERAL TRADE COMMIS14 SION ACT. 

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

16 is amended— 

17 (1) in section 5(b), by inserting ‘‘(excluding the 

18 consummation of a proposed merger, acquisition, 

19 joint venture, or similar transaction that is subject 

20 to section 7 of the Clayton Act (15 U.S.C. 18), ex21 cept in cases where the Commission approves an 

22 agreement with the parties to the transaction that 

23 contains a consent order)’’ after ‘‘unfair method of 

24 competition’’; 


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1 (2) in section 9, by inserting after the fourth 

2 undesignated paragraph the following: 

3 ‘‘Upon the application of the commission with respect 

4 to any activity related to the consummation of a proposed 

5 merger, acquisition, joint venture, or similar transaction 

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

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

8 the district courts of the United States shall have jurisdic9 tion to issue writs of mandamus commanding any person 

10 or corporation to comply with the provisions of this Act 

11 or any order of the commission made in pursuance there12 of.’’. 

13 (3) in section 13(b)(1), by inserting ‘‘(excluding 

14 section 7 of the Clayton Act (15 U.S.C. 18) and sec15 tion 5(a)(1) with respect to the consummation of a 

16 proposed merger, acquisition, joint venture, or simi17 lar transaction that is subject to section 7 of the 

18 Clayton Act (15 U.S.C. 18))’’ after ‘‘Commission’’; 

19 and 

20 (4) in section 20(c)(1), by inserting ‘‘or under 

21 section 7 of the Clayton Act (15 U.S.C. 18), where 

22 applicable,’’ after ‘‘Act,’’. 

23 SEC. 4. EFFECTIVE DATE; APPLICATION OF AMENDMENTS. 

24 (a) EFFECTIVE DATE.—Except as provided in sub25 section (b), this Act and the amendments made by this 


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1 Act shall take effect on the date of the enactment of this 

2 Act. 

3 (b) APPLICATION OF AMENDMENTS.—The amend4 ments made by this Act shall not apply to any of the fol5 lowing that occurs before the date of enactment of this 

6 Act: 

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

8 (15 U.S.C. 18). 

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

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

11 U.S.C. 18a). 

12 (3) A case in which a preliminary injunction 

13 has been filed in a district court of the United 

14 States. 

Passed the House of Representatives March 23, 

2016. 

Attest: KAREN L. HAAS, 

Clerk. 


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