II 

114TH CONGRESS 

1ST SESSION S. 2102 

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. 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 30, 2015 

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

Judiciary 

A BILL 

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. 

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— 


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1 (1) by striking section 4F and inserting the fol2 lowing— 

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

4 UNITED STATES OR THE FEDERAL TRADE 

5 COMMISSION. 

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

7 States has brought an action under the antitrust laws or 

8 the Federal Trade Commission has brought an action 

9 under section 7, and the Attorney General or Federal 

10 Trade Commission, as applicable, has reason to believe 

11 that any State attorney general would be entitled to bring 

12 an action under this Act based substantially on the same 

13 alleged violation of the antitrust laws or section 7, the At14 torney General or Federal Trade Commission, as applica15 ble, shall promptly give written notification thereof to such 

16 State attorney general. 

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

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

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

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

21 upon request by such State attorney general, make avail22 able to the State attorney general, to the extent permitted 

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

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

25 cause of action under this Act.’’; 


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1 (2) in section 5— 

2 (A) in subsection (a) by inserting ‘‘(includ3 ing a proceeding brought by the Federal Trade 

4 Commission with respect to a violation of sec5 tion 7)’’ after ‘‘United States under the anti6 trust laws’’; and 

7 (B) in subsection (i) by inserting ‘‘(includ8 ing a proceeding instituted by the Federal 

9 Trade Commission with respect to a violation of 

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

11 (3) in section 11, by adding at the end the fol12 lowing: 

13 ‘‘(m)(1) Except as provided in paragraph (2), in en14 forcing compliance with section 7, the Federal Trade Com15 mission shall enforce compliance with that section in the 

16 same manner as the Attorney General in accordance with 

17 section 15. 

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

19 agreement with the parties to the transaction that con20 tains a consent order with respect to a violation of section 

21 7, the Commission shall enforce compliance with that sec22 tion in accordance with this section.’’; 

23 (4) in section 13, by inserting ‘‘(including a 

24 suit, action, or proceeding brought by the Federal 


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1 Trade Commission with respect to a violation of sec2 tion 7)’’ before ‘‘subpoenas’’; and 

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

4 the Federal Trade Commission with respect to a vio5 lation of section 7,’’ after ‘‘General,’’. 

6 SEC. 3. AMENDMENTS TO THE FEDERAL TRADE COMMIS7 SION ACT. 

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

9 is amended— 

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

11 consummation of a proposed merger, acquisition, 

12 joint venture, or similar transaction that is subject 

13 to section 7 of the Clayton Act (15 U.S.C. 18), ex14 cept in cases where the Commission approves an 

15 agreement with the parties to the transaction that 

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

17 competition’’; 

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

19 undesignated paragraph the following: 

20 ‘‘Upon the application of the commission with respect 

21 to any activity related to the consummation of a proposed 

22 merger, acquisition, joint venture, or similar transaction 

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

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

25 the district courts of the United States shall have jurisdicVerDate Sep 11 2014 03:50 Oct 02, 2015 Jkt 059200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\S2102.IS S2102

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1 tion to issue writs of mandamus commanding any person 

2 or corporation to comply with the provisions of this Act 

3 or any order of the commission made in pursuance there4 of.’’; 

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

6 section 7 of the Clayton Act (15 U.S.C. 18) and sec7 tion 5(a)(1) with respect to the consummation of a 

8 proposed merger, acquisition, joint venture, or simi9 lar transaction that is subject to section 7 of the 

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

11 and 

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

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

14 applicable,’’ after ‘‘Act,’’. 

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

16 (a) EFFECTIVE DATE.—Except as provided in sub17 section (b), this Act and the amendments made by this 

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

19 Act. 

20 (b) APPLICATION OF AMENDMENTS.—The amend21 ments made by this Act shall not apply to any of the fol22 lowing that occurs before the date of enactment of this 

23 Act: 

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

25 (15 U.S.C. 18). 


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

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

3 U.S.C. 18a). 

4 (3) A case in which a preliminary injunction 

5 has been filed in a district court of the United 

6 States. 

Æ 


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