IIB 

115TH CONGRESS 

2D SESSION H. R. 5645 

IN THE SENATE OF THE UNITED STATES 

MAY 10, 2018 

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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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 2018’’. 

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 15, 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— 

9 (A) in subsection (a) by inserting ‘‘or a 

10 proceeding brought by the Federal Trade Com11 mission under section 15’’ after ‘‘United States 

12 under the antitrust laws’’; and 

13 (B) in subsection (i) by inserting ‘‘or a 

14 proceeding instituted by the Federal Trade 

15 Commission under section 15’’ after ‘‘antitrust 

16 laws’’; 

17 (3) Section 11 of the Clayton Act (15 U.S.C. 

18 21) is amended— 

19 (A) in subsection (b) by striking ‘‘When20 ever’’ and inserting ‘‘Except as provided in sub21 section (m), whenever’’; and 

22 (B) by adding at the end the following: 

23 ‘‘(m) The Federal Trade Commission may not use the 

24 procedures for administrative adjudication set forth in 

25 subsection (b) of this section to prevent the consummation 


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1 of a proposed merger, acquisition, joint venture, or similar 

2 transaction that is subject to section 7, unless the com3 plaint is accompanied by a consent agreement between the 

4 Commission and a party to the transaction that resolves 

5 all the violations alleged in the complaint. The Federal 

6 Trade Commission may institute proceedings in a district 

7 court under section 15 to prevent the consummation of 

8 such a transaction. In any such proceeding the district 

9 court shall apply the same standard for granting injunc10 tive relieve as applicable to a proceeding brought by the 

11 United States attorneys under section 15. The Federal 

12 Trade Commission may issue an administrative complaint 

13 under this section if the complaint is accompanied by a 

14 consent agreement between the Federal Trade Commis15 sion and a party to the transaction settling the alleged 

16 violations.’’; 

17 (4) in section 13, by inserting ‘‘or a suit, ac18 tion, or proceeding brought by the Federal Trade 

19 Commission under section 15’’ before ‘‘subpoenas’’; 

20 and 

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

22 the Federal Trade Commission with respect to the 

23 consummation of a proposed merger, acquisition, 

24 joint venture, or similar transaction that is subject 


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1 to section 7 and not yet consummated,’’ after ‘‘Gen2 eral’’. 

3 SEC. 3. AMENDMENTS TO THE FEDERAL TRADE COMMIS4 SION ACT. 

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

6 is amended— 

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

8 consummation of a proposed merger, acquisition, 

9 joint venture, or similar transaction that is subject 

10 to section 7 of the Clayton Act (15 U.S.C. 18), ex11 cept in cases where the Commission approves an 

12 agreement with the parties to the transaction that 

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

14 competition’’; 

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

16 undesignated paragraph the following: 

17 ‘‘Upon the application of the commission with respect 

18 to any activity related to the consummation of a proposed 

19 merger, acquisition, joint venture, or similar transaction 

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

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

22 the district courts of the United States shall have jurisdic23 tion to issue writs of mandamus commanding any person 

24 or corporation to comply with the provisions of this Act 


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1 or any order of the commission made in pursuance there2 of.’’; 

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

4 section 7 of the Clayton Act (15 U.S.C. 18) and sec5 tion 5(a)(1) with respect to the consummation of a 

6 proposed merger, acquisition, joint venture, or simi7 lar transaction that is subject to section 7 of the 

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

9 and 

10 (4) in section 16(a)(2)— 

11 (A) in subparagraph (D) by striking ‘‘or’’ 

12 at the end; 

13 (B) in subparagraph (E) by adding ‘‘or’’ at 

14 the end; and 

15 (C) by adding at the end the following: 

16 ‘‘(F) under section 15 of the Clayton Act 

17 (15 U.S.C. 25);’’. 

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

19 (a) EFFECTIVE DATE.—Except as provided in sub20 section (b), this Act and the amendments made by this 

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

22 Act. 

23 (b) APPLICATION OF AMENDMENTS.—The amend24 ments made by this Act shall not apply to any of the folVerDate Sep 11 2014 03:17 May 11, 2018 Jkt 079200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6201 E:\BILLS\H5645.RFS H5645

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1 lowing that occurs before the date of enactment of this 

2 Act: 

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

4 (15 U.S.C. 18). 

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

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

7 U.S.C. 18a). 

8 (3) A case in which a preliminary injunction 

9 has been filed in a district court of the United 

10 States. 

Passed the House of Representatives May 9, 2018. 

Attest: KAREN L. HAAS, 

Clerk. 


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