II

105TH CONGRESS

2D SESSION S. 2207

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

JUNE 23, 1998

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 1998’’.

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 by adding at the end the following new section:

7 ‘‘SEC. 27. RESTRAINT OF TRADE REGARDING TELE8 COMMUNICATIONS.

9 ‘‘(a) LARGE LOCAL TELEPHONE COMPANY DE10 FINED.—In this section, the term ‘large local telephone

11 company’ means a local telephone company that, as of the

12 date of a proposed merger or acquisition covered by this

13 section, serves more than 5 percent of the telephone access

14 lines in the United States.

15 ‘‘(b) RESTRAINT OF TRADE REGARDING TELE16 COMMUNICATIONS.—Notwithstanding any other provision

17 of law, a large local telephone company, including any af18 filiate of such a company, shall not merge with or acquire

19 a controlling interest in another large local telephone com20 pany unless—

21 ‘‘(1) the Attorney General finds that the pro22 posed merger or acquisition will promote competition

23 for telephone exchange services and exchange access

24 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) REPORT OF THE ATTORNEY GENERAL.—Not

12 later than 10 days after the Attorney General makes a

13 finding described in subsection (b)(1), the Attorney Gen14 eral shall submit to the Committee on the Judiciary of

15 the Senate and the Committee on the Judiciary of the

16 House of Representatives a report on the finding, includ17 ing an analysis of the effect of the merger or acquisition

18 on competition in the United States telecommunications

19 industry.

20 ‘‘(d) APPLICATION PROCESS.—

21 ‘‘(1) IN GENERAL.—Each large local telephone

22 company or affiliate of a large local telephone com23 pany proposing to merge with or acquire a control24 ling interest in another large local telephone com25 pany shall file an application with both the Attorney
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1 General and the Federal Communications Commis2 sion, on the same day.

3 ‘‘(2) DECISIONS.—The Attorney General and

4 the Federal Communications Commission shall issue

5 a decision regarding the application within the time

6 period applicable to review of mergers under section

7 7A of this Act.

8 ‘‘(e) JURISDICTION OF THE UNITED STATES

9 COURTS.—

10 ‘‘(1) IN GENERAL.—The district courts of the

11 United States are vested with jurisdiction to prevent

12 and restrain any mergers or acquisitions described

13 in subsection (d) that are inconsistent with a finding

14 under subsection (b) (1) or (2).

15 ‘‘(2) ACTIONS.—The Attorney General may in16 stitute proceedings in any district court of the

17 United States in the district in which the defendant

18 resides or is found or has an agent and that court

19 shall order such injunctive, and other relief, as may

20 be appropriate if—

21 ‘‘(A) the Attorney General makes a finding

22 that a proposed merger or acquisition described

23 in subsection (d) does not meet the applicable

24 condition under subsection (b)(1); or
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1 ‘‘(B) the Federal Communications Com2 mission makes a finding that 1 or more of the

3 parties to the merger or acquisition referred to

4 in subsection (b)(2) do not meet the require5 ments specified in that subsection.’’.

6 SEC. 4. PRESERVATION OF EXISTING AUTHORITIES.

7 (a) IN GENERAL.—Nothing in this Act or the amend8 ments made by this Act shall be construed to modify, im9 pair, or supersede the applicability of the antitrust laws,

10 or any authority of the Federal Communications Commis11 sion under the Communications Act of 1934 (47 U.S.C.

12 151 et seq.), with respect to mergers, acquisitions, and

13 affiliations of large incumbent local exchange carriers.

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

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

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

17 SEC. 5. APPLICABILITY.

18 This Act and the amendments made by this Act shall

19 apply to a merger or acquisition of a controlling interest

20 of a large local telephone company (as that term is defined

21 in section 27 of the Clayton Act, as added by section 3

22 of this Act), occurring on or after the date of enactment

23 of this Act.

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