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[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[S. 3847 Introduced in Senate (IS)]

<DOC>

117th CONGRESS
  2d Session
                                S. 3847

 To prohibit certain anticompetitive mergers, to amend the Clayton Act 
to permit the Federal Trade Commission and the Department of Justice to 
reject proposed acquisitions, to implement procedures for retrospective 
 reviews and breaking up anticompetitive consummated acquisitions, and 
                          for other purposes.

_______________________________________________________________________

                   IN THE SENATE OF THE UNITED STATES

                             March 16, 2022

  Ms. Warren (for herself, Mr. Booker, Mr. Sanders, Ms. Baldwin, Mr. 
 Schatz, Mr. Whitehouse, Mr. Blumenthal, Mr. Merkley, and Mr. Markey) 
introduced the following bill; which was read twice and referred to the 
                       Committee on the Judiciary

_______________________________________________________________________

                                 A BILL

 
 To prohibit certain anticompetitive mergers, to amend the Clayton Act 
to permit the Federal Trade Commission and the Department of Justice to 
reject proposed acquisitions, to implement procedures for retrospective 
 reviews and breaking up anticompetitive consummated acquisitions, and 
                          for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Prohibiting Anticompetitive Mergers 
Act of 2022''.

SEC. 2. FINDINGS AND PURPOSES.

    (a) Findings.--Congress finds that--
            (1) the Constitution of the United States prohibits 
        political or economic oligarchies, which are incompatible with 
        a republican form of government;
            (2) the antitrust laws, including the Sherman Act (15 
        U.S.C. 1 et seq.), the Clayton Act (15 U.S.C. 12 et seq.), and 
        the Federal Trade Commission Act (15 U.S.C. 41 et seq.), were 
        enacted to prohibit political and economic oligarchies, to 
        protect fair, open, and competitive markets, and to prevent 
        corporations from abusing their power to stifle competition and 
        improperly influence democratic processes;
            (3) Federal courts have misinterpreted the antitrust laws 
        to the detriment of consumers, workers, society, and the United 
        States political economy, including by enhancing the misguided 
        and narrowly defined ``consumer welfare standard,'' as 
        described by the Supreme of the United States in Reiter v. 
        Sonotone Corp., 442 U.S. 330 (1979), and its progeny;
            (4) concentrated economic power creates concentrated 
        political power, allowing giant corporations to invest growing 
        sums of money into influencing government to tilt laws and 
        rules in their favor;
            (5) over the last 4 decades, powerful corporations have 
        unconstitutionally amassed too much influence over the United 
        States economy, stifling competition in United States markets 
        and harming workers, consumers, customer choice, sellers, small 
        and minority-owned businesses (including farms and ranches), 
        local, rural, and low-income communities, communities of color, 
        privacy, quality, entrepreneurship, and innovation;
            (6) in 1975, 109 companies pocketed half of all profits 
        generated by firms in the United States whereas in 2015, the 
        top 30 firms did so;
            (7) startup rates fell by more than half over the last 4 
        decades in industries that saw an increase in concentration;
            (8) dominant corporations, which often underinvest in their 
        operations and infrastructure, expose consumers in the United 
        States to the risks of concentrated and brittle supply chains, 
        such as shortages of essential goods and increased prices;
            (9) market concentration in essential markets, including 
        those for medical equipment, food, and retail, can pose serious 
        national-security risks during crisis events such as the COVID-
        19 pandemic;
            (10) market concentration is associated with lower wages, 
        and evidence shows that in more concentrated markets, giant 
        corporations are less likely to pass on productivity gains to 
        workers in the form of higher wages and more likely to engage 
        in antiworker labor practices, which disproportionately harm 
        female workers and workers of color;
            (11) corporate consolidation has especially harmed rural 
        communities, low-income communities, and communities of color, 
        as demonstrated by the impact of the recent Sprint and T-Mobile 
        merger on low-income customers who purchase prepaid plans;
            (12) Federal agencies other than the Federal Trade 
        Commission and the Department of Justice may have particular 
        expertise with respect to the competitive effects of an 
        acquisition and should play a stronger role in antitrust 
        enforcement;
            (13) State attorneys general may have critical local 
        knowledge or regional concerns about the competitive effects of 
        an acquisition and should play a stronger role in antitrust 
        enforcement;
            (14) section 7A of the Clayton Act (15 U.S.C. 18a) 
        (referred to in this section as ``section 7A'') was enacted to 
        allow the antitrust agencies to review acquisitions before 
        consummation;
            (15) the recent explosion of filings under section 7A has 
        overwhelmed the Federal Trade Commission and the Department of 
        Justice, a phenomenon exacerbated by strict statutory deadlines 
        for the review process and an onerous judicial process to 
        obtain injunctions to block acquisitions likely to lessen 
        competition;
            (16) the antitrust agencies should be empowered to reject 
        acquisitions that they review under section 7A, and those 
        decisions should be treated as reviewable agency actions;
            (17) the use of structural and behavioral remedies to 
        protect competition and prevent monopolistic behavior has 
        proven ineffective across various industries;
            (18) the Federal Trade Commission and the Department of 
        Justice have the authority under existing law to conduct 
        retrospective reviews of any consummated acquisition at any 
        time, regardless of whether the acquisition was nonreportable 
        or the government opposed the acquisition before its 
        consummation;
            (19) because some data about the competitive effects of an 
        acquisition will necessarily emerge after consummation, it is 
        critical that the Federal Trade Commission and the Department 
        of Justice conduct retrospective reviews of acquisitions in 
        order to remedy anticompetitive acquisitions, including through 
        unwinding;
            (20) an acquisition may have competitive effects in markets 
        beyond the lines of commerce of the transaction, particularly 
        when a party has an extensive business ecosystem; and
            (21) excessive market concentration must be remedied to 
        restore and protect competition in the United States and ensure 
        the United States economy and democracy benefit workers, 
        consumers, customer choice, sellers, small and minority-owned 
        businesses (including farms and ranches), local, rural, and 
        low-income communities, communities of color, privacy, quality, 
        entrepreneurship, and innovation.
    (b) Purposes.--The purposes of this Act are to--
            (1) ban the most anticompetitive acquisitions;
            (2) restore and protect the competitive process;
            (3) amend section 7A to empower the antitrust agencies to 
        reject acquisitions before consummation through agency action;
            (4) reduce the burdens of contemporary merger litigation 
        placed on Federal and State officials;
            (5) establish a greater role for Federal agencies and State 
        attorneys general in the merger-review process;
            (6) establish procedures for retrospective reviews;
            (7) break up acquisitions consummated during the 21st 
        century that have lessened competition and harmed the 
        competitive process;
            (8) ensure that the structure of the United States economy 
        is competitive and fair in order to safeguard the nation 
        against economic and political oligarchies; and
            (9) uphold the mandate in the Constitution of the United 
        States to promote a flourishing democracy by promoting 
        meaningful competition throughout all segments of the United 
        States economy.

SEC. 3. DEFINITIONS.

    The first section of the Clayton Act (15 U.S.C. 12) is amended by 
striking subsections (a) and (b) and inserting the following:

``SECTION 1. DEFINITIONS; SHORT TITLE.

    ``(a) Definitions.--In this Act:
            ``(1) Acquisition.--The term `acquisition' means--
                    ``(A) any merger;
                    ``(B) any direct or indirect acquisition of the 
                whole or any part of the assets, stock, or other share 
                capital or the use of such stock by the voting or 
                granting of proxies or otherwise; or
                    ``(C) any tender offer, joint venture, deal, or 
                other similar transaction subject to section 7 or 7A.
            ``(2) Antitrust agency.--The term `antitrust agency' 
        means--
                    ``(A) the Federal Trade Commission; or
                    ``(B) the Antitrust Division of the Department of 
                Justice.
            ``(3) Antitrust laws.--The term `antitrust laws' means--
                    ``(A) the Sherman Act (15 U.S.C. 1 et seq.);
                    ``(B) the Federal Trade Commission Act (15 U.S.C. 
                41 et seq.);
                    ``(C) this Act; and
                    ``(D) any other similar Federal or State law 
                designed or intended to prohibit, restrict, or regulate 
                actions having the purpose or effect of monopolization, 
                restraint of trade, or lessening competition (including 
                through merger or acquisition).
            ``(4) Critical trading partner.--The term `critical trading 
        partner' means a person that has the ability to restrict, 
        impede, or foreclose access to its inputs, customers, partners, 
        goods, services, technology, platform, facilities, or tools in 
        a way that harms the competitive process or limits the ability 
        of the customers or suppliers of the person to carry out 
        business effectively.
            ``(5) Disqualifying behavior.--The term `disqualifying 
        behavior' means--
                    ``(A) violating an order issued by an antitrust 
                agency;
                    ``(B) entering into any nonprosecution agreement or 
                deferred prosecution agreement with the Department of 
                Justice;
                    ``(C) paying a fine, penalty, or settlement 
                (including class-action settlements) exceeding 
                $1,000,000 to an antitrust agency, a State or county, 
                or private party if the underlying dispute is based on 
                a violation of antitrust law;
                    ``(D) being convicted of any felony by a State 
                court or court of the United States; or
                    ``(E) being found liable for violating any 
                antitrust law by a State court or court of the United 
                States.
            ``(6) Dominant firm.--The term `dominant firm' means a 
        person that--
                    ``(A) has annual revenues exceeding $5,000,000,000 
                (as adjusted and published for each fiscal year 
                beginning after September 30, 2022, in the same manner 
                as provided in section 8(a)(5) to reflect the 
                percentage change in the gross national product for 
                such fiscal year compared to the gross national product 
                for the year ending September 30, 2021);
                    ``(B) is a financial institution, an equity fund, 
                or a registered investment adviser under section 203 of 
                the Investment Advisers Act of 1940 (15 U.S.C. 80b-3), 
                if the party or the ultimate parent entity of such 
                party has greater than $10,000,000,000 (as so adjusted 
                and published) in capitalization, commitments, or 
                assets under management; or
                    ``(C) has greater than 20 percent of any relevant 
                market.
            ``(7) Failing-firm defense.--The term `failing-firm 
        defense' means a defense that an acquisition is unlikely to be 
        anticompetitive because--
                    ``(A) the party being acquired is in danger of 
                immediate insolvency;
                    ``(B) the party being acquired is not able to 
                reorganize successfully under chapter 11 of title 11, 
                United States Code;
                    ``(C) the party being acquired has made 
                unsuccessful good-faith efforts to elicit reasonable 
                alternative offers that would keep the assets of the 
                party in the relevant markets and pose a less severe 
                danger to competition than does the proposed 
                acquisition; and
                    ``(D) the acquiring party is the only available 
                purchaser.
            ``(8) Labor market.--The term `labor market' includes--
                    ``(A) commuting zones, as defined by the Department 
                of Agriculture;
                    ``(B) the 6-digit Standard Occupational 
                Classification codes for a particular job 
                classification; and
                    ``(C) other definitions as the Federal Trade 
                Commission and the Department of Justice may promulgate 
                by regulation.
            ``(9) Nonreportable acquisition.--The term `nonreportable 
        acquisition' means any acquisition for which the parties are 
        not required to file notification under section 7A.
            ``(10) Party.--The term `party' means, for a given 
        acquisition, a person required to file notification under 
        section 7A.
            ``(11) Person.--The term `person' has the meaning given the 
        term in section 8 of the Sherman Act (15 U.S.C. 7).
            ``(12) Platform.--The term `platform' means any person's 
        website, online or mobile application, operating system, 
        digital assistant, online advertising exchange, or online 
        service that--
                    ``(A) operates or provides the main interface 
                between different users or market participants, such as 
                individuals, advertisers, or providers of content, 
                services, and goods; and
                    ``(B) allows for exchanges of at least some goods, 
                services, or content that the person does not own.
            ``(13) Platform conflict of interest.--The term `platform 
        conflict of interest' means the conflict of interest that 
        arises when a person owns or controls a platform while 
        simultaneously--
                    ``(A) owning or controlling a line of business that 
                competes against third parties on that platform, if the 
                person has the ability and incentive to, or does, 
                advantage its own business on the platform over third-
                party competitors on the platform or disadvantage the 
                business of third-party competitors on the platform; or
                    ``(B) representing both buyers and sellers for 
                transactions or business on the platform.
            ``(14) Prohibited merger.--The term `prohibited merger' 
        means an acquisition--
                    ``(A) in which--
                            ``(i) the Herfindahl-Hirschman Index would 
                        be greater than 1,800 in any relevant market; 
                        and
                            ``(ii) the increase in the Herfindahl-
                        Hirschman Index would be more than 100 in such 
                        relevant market;
                    ``(B) in which the acquiring person would have a 
                market share of greater than 33 percent of any relevant 
                market (excluding labor markets) or greater than 25 
                percent of any labor market as an employer; or
                    ``(C) that would result in the acquiring person 
                holding an aggregate total amount of the voting 
                securities and assets of the acquired person in excess 
                of $5,000,000,000 (as so adjusted and published).
            ``(15) Relevant agency.--The term `relevant agency' means 
        the Office of Advocacy of the Small Business Administration, 
        the Minority Business Development Agency of the Department of 
        Commerce, the National Labor Relations Board, any Federal 
        agency required to review an acquisition under Federal law, or 
        any Federal agency with substantial regulatory authority over a 
        party involved in an acquisition (including persons or 
        financial institutions involved with financing the acquisition) 
        as identified by the parties, the Federal Trade Commission, or 
        the Assistant Attorney General.
            ``(16) Relevant market.--The term `relevant market'--
                    ``(A) means any line of commerce, product market, 
                service market, or labor market implicated by an 
                acquisition; and
                    ``(B) includes a geographic area if geography 
                limits the willingness or ability--
                            ``(i) of some customers to substitute some 
                        products;
                            ``(ii) of some suppliers to serve some 
                        customers; or
                            ``(iii) of some workers to provide labor.
            ``(17) State attorney general.--The term `State attorney 
        general' has the meaning given the term in section 4G.
            ``(18) Ultimate parent entity.--The term `ultimate parent 
        entity' has the meaning given the term in section 801.1 of 
        title 16, Code of Federal Regulations.
    ``(b) Short Title.--This Act may be cited as the `Clayton Act'.''.

SEC. 4. BANNING ALL PROHIBITED MERGERS AND STRENGTHENING ANTITRUST 
              AGENCY ENFORCEMENT.

    (a) Banning All Prohibited Mergers.--Section 7 of the Clayton Act 
(15 U.S.C. 18) is amended--
            (1) in the first and second undesignated paragraphs, by 
        striking ``lessen competition, or to tend to create a 
        monopoly'' each place the term appears and inserting ``harm the 
        competitive process, or create or help maintain a monopoly, a 
        monopsony, market power, or unfair methods of competition'';
            (2) in the first, second, and third undesignated paragraph, 
        by inserting ``(including labor)'' after ``any activity 
        affecting commerce'' each place the term appears; and
            (3) by adding at the end the following:
            ``Any prohibited merger shall be unlawful under this 
        section.
            ``Neither quantitative evidence nor a definition of a 
        relevant market or market share shall be required to establish 
        a violation under this section.
            ``Harms to the competitive process include the harms 
        described in section 7A.''.
    (b) Strengthening Antitrust Agency Enforcement.--
            (1) Mandatory hsr filings.--Section 7A(a) of the Clayton 
        Act (15 U.S.C. 18a(a)) is amended--
                    (A) in the matter preceding paragraph (1), by 
                inserting ``, subject to subsection (b),'' before ``the 
                waiting'';
                    (B) in paragraph (1), by striking ``and'' at the 
                end;
                    (C) in paragraph (2)(B)(ii)(III), by striking the 
                period at the end and inserting ``; and''; and
                    (D) by inserting after paragraph (2)(B)(ii)(III) 
                the following:
            ``(3)(A) as a result of such acquisition, the acquiring 
        person would hold an aggregate total amount of the voting 
        securities and assets of the acquired person of $50,000,000 (as 
        so adjusted and published) or more; and
            ``(B) the acquiring person, or the person whose voting 
        securities or assets are being acquired--
                    ``(i) has annual revenues in excess of 
                $5,000,000,000 (as so adjusted and published); or
                    ``(ii) is a financial institution, an equity fund, 
                or a registered investment adviser under section 203 of 
                the Investment Advisers Act of 1940 (15 U.S.C. 80b-3), 
                if the person or the ultimate parent entity of the 
                person has greater than $10,000,000,000 (as so adjusted 
                and published) in capitalization, commitments, or 
                assets under management.''.
            (2) Empowering the antitrust agencies to reject 
        acquisitions.--Section 7A of the Clayton Act (15 U.S.C. 18a) is 
        amended--
                    (A) in subsection (b)--
                            (i) in paragraph (1)(B)--
                                    (I) by striking ``thirtieth'' and 
                                inserting ``120th''; and
                                    (II) by striking ``fifteenth'' and 
                                inserting ``60th''; and
                            (ii) in paragraph (2), by striking ``the 
                        Assistant'' and all that follows through the 
                        period at the end and inserting ``on 
                        demonstration of an emergency may, in 
                        individual cases, terminate the waiting period 
                        specified in paragraph (1) and allow any person 
                        to proceed with any acquisition subject to this 
                        section, upon a vote of the Federal Trade 
                        Commission or approval of the Assistant 
                        Attorney General, and promptly shall cause to 
                        be published in the Federal Register a notice 
                        that details the justification of such 
                        decision. The waiting period may not be 
                        terminated under this paragraph without the 
                        approval of all relevant agencies and States 
                        that have received materials pursuant to 
                        subsection (l).'';
                    (B) in subsection (e), by adding at the end the 
                following:
            ``(3) No person shall acquire, directly or indirectly, any 
        voting securities or assets of another person under subsection 
        (a) unless--
                    ``(A)(i) the waiting period expires or is 
                terminated; and
                    ``(ii) the Federal Trade Commission or the 
                Assistant Attorney General has not rejected the 
                acquisition; or
                    ``(B) an appropriate court issues a final, 
                nonappealable order reversing the decision of the 
                Federal Trade Commission or the Assistant Attorney 
                General to reject the acquisition.
            ``(4)(A) Not later than 15 days after the date on which the 
        Federal Trade Commission and the Assistant Attorney General 
        receive a notification filed under subsection (a), the Federal 
        Trade Commission and the Assistant Attorney General shall 
        determine whether the Federal Trade Commission or the Assistant 
        Attorney General shall review the acquisition, which shall be 
        publicly announced.
            ``(B) If no decision is made under subparagraph (A) before 
        the expiration of the 15-day period, the Federal Trade 
        Commission shall review the acquisition, which shall be 
        publicly announced.
            ``(5) Not later than 120 days after the date on which the 
        Federal Trade Commission and the Assistant Attorney General 
        receive a notification filed under subsection (a), the Federal 
        Trade Commission or the Assistant Attorney General shall 
        determine whether to reject the acquisition.
            ``(6)(A) The Federal Trade Commission or the Assistant 
        Attorney General shall provide--
                    ``(i) an opportunity for public comment during the 
                60-day period beginning on the date on which a public 
                announcement is made under paragraph (4); and
                    ``(ii) the public with--
                            ``(I) notice of a notification filed under 
                        subsection (a); and
                            ``(II) a summary of all documentary 
                        material and information described in 
                        subsection (d).
            ``(B) The Federal Trade Commission or the Assistant 
        Attorney General shall consider any public comments submitted 
        under this paragraph before making a determination under 
        paragraph (5).
            ``(7)(A) Harms to the competitive process may include, 
        without limitation, harms to workers (including significant 
        layoffs or harms to existing collective bargaining agreements, 
        retirees, worker benefits and compensation, or labor 
        conditions), consumers (including patients, renters, and 
        students), customer choice, sellers, small or minority-owned 
        businesses (including farms and ranches), local, rural, or low-
        income communities, communities of color, privacy, quality 
        (including health and safety), entrepreneurship, or innovation.
            ``(B) When evaluating whether an acquisition is likely to 
        harm the competitive process, the Federal Trade Commission or 
        the Assistant Attorney General shall consider--
                    ``(i) effects in any relevant market (including 
                labor markets), cross-market effects or impacts on the 
                lines of commerce of the parties beyond any relevant 
                markets, impacts throughout the supply chains or 
                business ecosystems of the parties, and impacts on 
                small or minority-owned businesses (including farms and 
                ranches), local, rural, or low-income communities, and 
                communities of color; and
                    ``(ii) the history of--
                            ``(I) express collusion in any relevant 
                        market;
                            ``(II) acquisitions by a party in any 
                        relevant market during the preceding 5-year 
                        period; and
                            ``(III) any anticompetitive effects that 
                        followed previous acquisitions of the parties, 
                        including--
                                    ``(aa) increased prices for 
                                consumers;
                                    ``(bb) reduced wages for workers;
                                    ``(cc) reductions in safety for 
                                consumers or workers;
                                    ``(dd) increased injuries or deaths 
                                for consumers or workers;
                                    ``(ee) bankruptcy or financial 
                                distress of acquired companies;
                                    ``(ff) significant worker layoffs; 
                                and
                                    ``(gg) reduced investments in 
                                research and development.
            ``(C) The Federal Trade Commission or the Assistant 
        Attorney General may determine that the acquisition is likely 
        to harm the competitive process if the history described in 
        subparagraph (B)(ii) is significant or extensive.
            ``(D) When evaluating an acquisition for which any party 
        (or its ultimate parent entity) is a dominant firm, the Federal 
        Trade Commission or the Assistant Attorney General may 
        determine that the acquisition is likely to harm the 
        competitive process if--
                    ``(i) another party offers overlapping, competing, 
                or functionally equivalent services or products;
                    ``(ii) another party is a nascent competitor or 
                maverick;
                    ``(iii) another party is a critical trading partner 
                in the supply chains or business ecosystems of the 
                parties; or
                    ``(iv) the acquisition would create a platform 
                conflict of interest.
            ``(8)(A) The decision of the Federal Trade Commission or 
        the Assistant Attorney General not to reject an acquisition 
        under subsection (a) shall--
                    ``(i) be made publicly available by the date on 
                which the waiting period expires or is terminated;
                    ``(ii) include a summary of the review process and 
                identify the factors considered in making the decision 
                not to reject the acquisition, which shall include (as 
                relevant or applicable) the possible harms listed in 
                paragraph (7);
                    ``(iii) have no precedential value for any future 
                decisions regarding whether to reject an acquisition by 
                the same or different persons;
                    ``(iv) shall not preclude the Federal Trade 
                Commission, the Assistant Attorney General, or a State 
                attorney general from investigating the acquisition, 
                seeking to unwind the acquisition, or seeking to impose 
                remedies on the parties to the acquisition at a later 
                date; and
                    ``(v) shall have no bearing on the legality of the 
                acquisition if the acquisition is challenged through 
                judicial proceedings.
            ``(B) During the waiting period (or any extension thereof), 
        neither the Federal Trade Commission nor the Assistant Attorney 
        General may enter into any settlement agreement (including 
        commitments to structural or behavioral remedies) with the 
        parties to an acquisition under subsection (a) when deciding 
        whether to reject the acquisition.
            ``(C) If the Federal Trade Commission or the Assistant 
        Attorney General declines to reject an acquisition under 
        subsection (a) by the end of the waiting period, the Federal 
        Trade Commission or the Assistant Attorney General, 
        respectively, may issue an order requiring the parties to hold 
        their assets separate for a period not to exceed 60 days.
            ``(9)(A) The Federal Trade Commission or the Assistant 
        Attorney General shall reject an acquisition described in 
        subsection (a) if--
                    ``(i) the acquisition is a prohibited merger;
                    ``(ii) the acquisition is likely to harm the 
                competitive process or create or help maintain a 
                monopoly, a monopsony, market power, or unfair methods 
                of competition, as determined by the Federal Trade 
                Commission or the Assistant Attorney General, 
                respectively;
                    ``(iii) a party to the acquisition (or its ultimate 
                parent entity)--
                            ``(I) is a dominant firm; and
                            ``(II) has consummated 2 or more 
                        acquisitions in any relevant market during the 
                        preceding 5-year period;
                    ``(iv) a relevant agency objects to the acquisition 
                on the basis of a substantive justification as 
                described in subsection (l);
                    ``(v) during the waiting period or during the 10-
                year period ending on the date on which notification 
                under subsection (a) is filed, a party to the 
                acquisition engaged in any disqualifying behavior; or
                    ``(vi) the Federal Trade Commission or the 
                Assistant Attorney General, respectively, determines 
                that--
                            ``(I) all information and documentary 
                        materials have not been supplied; or
                            ``(II) the supplied information is not 
                        adequately responsive.
            ``(B) The decision of the Federal Trade Commission or the 
        Assistant Attorney General to reject an acquisition under 
        subsection (a) shall--
                    ``(i) be made publicly available before the date on 
                which the waiting period expires or is terminated;
                    ``(ii) identify which of the 5 categories of 
                rejection was or were the basis of the decision and 
                include, as applicable--
                            ``(I) a statement explaining why the 
                        acquisition is a prohibited merger;
                            ``(II) a substantive justification for the 
                        decision, including--
                                    ``(aa) an explanation of how the 
                                acquisition is likely to harm the 
                                competitive process or create or help 
                                maintain a monopoly, a monopsony, 
                                market power, or unfair methods of 
                                competition, including (as applicable 
                                or relevant) an analysis of how the 
                                acquisition would likely harm workers 
                                (including significant layoffs or harms 
                                to existing collective bargaining 
                                agreements, retirees, worker benefits 
                                and compensation, or labor conditions), 
                                consumers (including patients, renters, 
                                and students), customer choice, 
                                sellers, small or minority-owned 
                                businesses (including farms and 
                                ranches), local, rural, or low-income 
                                communities, communities of color, 
                                privacy, quality (including health and 
                                safety), entrepreneurship, or 
                                innovation;
                                    ``(bb) an explanation of why, in 
                                light of the factors described in item 
                                (aa), the acquisition was rejected; and
                                    ``(cc) a response to public 
                                comments that addresses major 
                                counterarguments to the justification 
                                for the decision to reject;
                            ``(III) a statement explaining which party 
                        is a dominant firm and identifying 2 or more 
                        consummated acquisitions by the party in a 
                        relevant market during the preceding 5-year 
                        period;
                            ``(IV) the substantive justification 
                        received from an objecting relevant agency in 
                        accordance with subsection (l);
                            ``(V) a statement identifying any 
                        disqualifying behavior of a party during the 
                        waiting period or during the 10-year period 
                        ending on the date on which notification is 
                        filed under subsection (a); or
                            ``(VI) an explanation of how the 
                        information and documentary materials submitted 
                        by the parties were not adequately responsive; 
                        and
                    ``(iii) have no precedential value for any future 
                decisions regarding whether to reject an acquisition by 
                the same or different persons.
            ``(10)(A) Any party to an acquisition rejected by the 
        Federal Trade Commission or the Assistant Attorney General 
        under this section may bring an action under this paragraph in 
        the appropriate district court of the United States to 
        challenge the decision of the Federal Trade Commission or the 
        Assistant Attorney General to reject the acquisition, and no 
        other person or entity shall have a cause of action under this 
        paragraph.
            ``(B) A decision of the Federal Trade Commission or the 
        Assistant Attorney General to reject an acquisition under this 
        section shall be considered a matter of discretion, and the 
        reviewing court shall hold unlawful and set aside the decision 
        only if the decision's findings and conclusions are found to be 
        arbitrary, capricious, an abuse of discretion, or otherwise not 
        in accordance with this section.
            ``(C) The parties to a rejected acquisition may not file 
        suit to challenge the decision more than 60 days after the 
        decision is made public.
            ``(D) In judicial proceedings challenging a decision to 
        reject an acquisition, a court shall give deference to any 
        definition of a relevant market or market share alleged by the 
        Federal Trade Commission or the Assistant Attorney General and 
        may not offset any anticompetitive harms alleged by the Federal 
        Trade Commission or the Assistant Attorney General with any 
        procompetitive benefits.
            ``(11) Nothing in this subsection may be construed to 
        preclude the Federal Trade Commission or the Assistant Attorney 
        General from reviewing or investigating a nonreportable 
        acquisition before or after its consummation.''; and
                    (C) by striking subsection (f).
            (3) Enhanced hsr filing requirements.--Section 7A(d) of the 
        Clayton Act (15 U.S.C. 18a(d)) is amended--
                    (A) in paragraph (1), by striking ``and'' at the 
                end;
                    (B) by redesignating paragraph (2) as paragraph 
                (5); and
                    (C) by inserting after paragraph (1) the following:
            ``(2) shall require that the notification required under 
        subsection (a) include, in addition to the information 
        described in paragraph (1)--
                    ``(A) basic information on the acquiring person and 
                the person whose voting securities or assets are being 
                acquired, including--
                            ``(i) the names of each executive officer 
                        and board member of each person;
                            ``(ii) the annual revenues of each person 
                        for each year of the 5-year period ending on 
                        the date on which the notification will be 
                        filed;
                            ``(iii) all lines of business, assets, and 
                        investments of each person;
                            ``(iv) all data assets of each person;
                            ``(v) all intellectual-property assets of 
                        each person, including patents, copyrights, and 
                        trademarks;
                            ``(vi) all trade secrets, as defined in 
                        section 1839 of title 18, United States Code, 
                        of each person;
                            ``(vii) contact information for the 10 
                        largest customers of each person (as 
                        applicable); and
                            ``(viii) contact information for the 10 
                        largest suppliers of each person (as 
                        applicable);
                    ``(B) the stated justification for the acquisition, 
                including--
                            ``(i) what, if any, nonpublic information 
                        was used to inform a decision to enter the 
                        acquisition;
                            ``(ii) what, if any, publicly available 
                        information was processed using artificial 
                        intelligence, algorithms, or other automated 
                        data processing systems to inform a decision to 
                        enter the acquisition; and
                            ``(iii) if relevant, how the failing-firm 
                        defense applies, including a list of good-faith 
                        efforts to elicit reasonable alternative offers 
                        and reasons the offers were unsuccessful;
                    ``(C) any proposed plans to benefit workers, 
                consumers, customer choice, sellers, small or minority-
                owned businesses (including farms and ranches), local, 
                rural, or low-income communities, communities of color, 
                privacy, quality, entrepreneurship, and innovation, 
                including plans to--
                            ``(i) use new expertise, resources, and 
                        additional revenues to reduce prices;
                            ``(ii) increase quality;
                            ``(iii) increase privacy;
                            ``(iv) increase worker pay, benefits, and 
                        conditions;
                            ``(v) invest in local, rural, or low-income 
                        communities or communities of color; and
                            ``(vi) invest in research and development;
                    ``(D) the projected impact of the acquisition on 
                the competitive process, workers (including significant 
                layoffs or harms to existing collective bargaining 
                agreements, retirees, worker benefits and compensation, 
                or labor conditions), consumers (including patients, 
                renters, and students), customer choice, sellers, small 
                and minority-owned businesses (including farms and 
                ranches), local, rural, and low-income communities, 
                communities of color, privacy, quality (including 
                health and safety), entrepreneurship, and innovation;
                    ``(E) a list of all other significant competitors 
                (including entrants or potential entrants) and 
                competing products;
                    ``(F) estimated market shares in the relevant 
                markets of the acquisition for each person and any 
                significant competitors identified in subparagraph (E) 
                for the current year and each of the previous 2 years;
                    ``(G) a list of every merger, acquisition, sale of 
                assets, or divestiture consummated by each party during 
                the preceding 10-year period, whether or not the party 
                was required to file a notification under subsection 
                (a);
                    ``(H) a list of each person or financial 
                institution that provided or will provide financing for 
                the acquisition (including debt, equity, and all other 
                sources) and the amount provided;
                    ``(I) an affirmation from each party that it has 
                not engaged in any disqualifying behavior during the 
                10-year period ending on the date on which the 
                notification will be filed;
                    ``(J) a list of States that would be impacted by 
                the acquisition;
                    ``(K) a list of Federal agencies with substantial 
                regulatory authority over each party (or the persons or 
                financial institutions involved with financing the 
                acquisition); and
                    ``(L) whether any party (or its ultimate parent 
                entity) is a dominant firm;
            ``(3) shall evaluate the stated justification for the 
        acquisition to determine if the justification comports with the 
        information provided under paragraph (2);
            ``(4) shall determine if the acquisition or combination of 
        data assets described in paragraph (2) would violate the 
        antitrust laws, including if the acquisition or combination of 
        data assets is likely to harm the competitive process or create 
        or help maintain a monopoly, a monopsony, market power, or 
        unfair methods of competition; and''.
            (4) Increased waiting period.--Section 7A(e) of the Clayton 
        Act (15 U.S.C. 18a(e)) is amended--
                    (A) by striking ``30'' each place the term appears 
                and inserting ``120''; and
                    (B) by striking ``15'' each place the term appears 
                and inserting ``60''.
            (5) HSR sharing.--Section 7A of the Clayton Act (15 U.S.C. 
        18a) is amended by adding at the end the following:
    ``(l) HSR Sharing.--
            ``(1) Submission to states.--Not later than 7 days after 
        the date on which information or documentary material relevant 
        to a proposed acquisition is filed with the Federal Trade 
        Commission and Assistant Attorney General under this section, 
        the Federal Trade Commission and the Assistant Attorney General 
        shall submit to each State attorney general of any State 
        identified by the parties under subsection (d), and to any 
        State attorney general of a State that the Federal Trade 
        Commission or the Assistant Attorney General determines would 
        be impacted by the acquisition--
                    ``(A) notification of the proposed acquisition; and
                    ``(B) a copy of all documents submitted in relation 
                to the acquisition.
            ``(2) Sharing with agencies.--For each acquisition filed 
        under subsection (a), the Federal Trade Commission or the 
        Assistant Attorney General shall--
                    ``(A) send notice of the proposed acquisition to 
                any Federal agency--
                            ``(i) required to review the acquisition 
                        under Federal law;
                            ``(ii) determined to have substantial 
                        regulatory authority over a party involved in 
                        the acquisition; or
                            ``(iii) identified by the parties under 
                        subsection (d);
                    ``(B) provide to each Federal agency notified under 
                subparagraph (A) a copy of all documents submitted in 
                relation to the acquisition not later than 30 days 
                after the date on which the waiting period described in 
                subsection (b)(1) begins; and
                    ``(C) reject the acquisition if--
                            ``(i) any Federal agency with substantial 
                        regulatory authority objects to the acquisition 
                        on the basis that the acquisition would harm 
                        the competitive process or materially harm the 
                        interests of the United States as a customer, 
                        trading partner, or stakeholder;
                            ``(ii) the Office of Advocacy of the Small 
                        Business Administration objects to the 
                        acquisition on the basis that the acquisition 
                        would materially harm small businesses 
                        (including farms and ranches);
                            ``(iii) the Minority Business Development 
                        Agency of the Department of Commerce objects to 
                        the acquisition on the basis that the 
                        acquisition would materially harm minority-
                        owned businesses (including farms and ranches); 
                        or
                            ``(iv) the National Labor Relations Board 
                        objects to the acquisition on the basis that--
                                    ``(I) the acquisition would help 
                                create or maintain a monopsony or 
                                unfair labor practice (including the 
                                refusal of the parties to preserve, 
                                expand, or effectuate collective 
                                bargaining agreements covering workers 
                                impacted by the acquisition, as 
                                applicable); or
                                    ``(II) the acquisition would 
                                materially harm workers (including 
                                significant layoffs or harms to 
                                existing collective bargaining 
                                agreements, retirees, worker benefits 
                                and compensation, or labor conditions).
            ``(3) Substantive justifications for objections.--If a 
        relevant agency objects to an acquisition under paragraph (3), 
        the relevant agency shall submit to the Federal Trade 
        Commission or the Assistant Attorney General, as applicable, a 
        substantive justification for the objection before the date on 
        which the waiting period expires or is terminated.
    ``(m) Certification.--
            ``(1) Individuals.--
                    ``(A) Prohibition.--No individual who certifies a 
                notification filed under subsection (a) on behalf of an 
                entity may, within the notification or during the 
                waiting period, knowingly--
                            ``(i) falsify, conceal, or cover up by any 
                        trick, scheme, or device a material fact;
                            ``(ii) make any materially false, 
                        fictitious, or fraudulent statement or 
                        representation; or
                            ``(iii) make or use any false writing or 
                        document knowing the same to contain any 
                        materially false, fictitious, or fraudulent 
                        statement or entry.
                    ``(B) Penalty.--Any individual who violates 
                subparagraph (A) shall be fined not more than 
                $10,000,000, imprisoned for not more than 5 years, or 
                both.
            ``(2) CEO liability.--A chief executive officer of an 
        entity shall be deemed liable for any violation of paragraph 
        (1) committed by an officer or employee of the entity if the 
        chief executive officer knew or should have known of the 
        violation.
            ``(3) Entity.--An entity described in paragraph (1) shall 
        be fined, for each violation, not more than 5 percent of the 
        revenues that the ultimate parent entity of the entity earned 
        during the 1-year period ending on the date on which the 
        notification is filed.''.
            (6) Additional ftc enforcement.--Section 5(a)(2) of the 
        Federal Trade Commission Act (15 U.S.C. 45(a)(2)) is amended by 
        striking ``, except banks'' and all that follows through ``said 
        Act,''.
    (c) Rulemaking.--Not later than 1 year after the date of enactment 
of this Act, the Federal Trade Commission and the Department of Justice 
shall promulgate regulations to further define harms to the competitive 
process, including harms to workers, consumers, customer choice, 
sellers, small and minority-owned businesses, local, rural, and low-
income communities, communities of color, privacy, quality, 
entrepreneurship, and innovation.

SEC. 5. ADDITIONAL ENFORCEMENT BY STATE ATTORNEYS GENERAL.

    (a) In General.--
            (1) Civil action.--No later than 60 days after the end of 
        the waiting period, a State attorney general of a State that 
        would be impacted by an acquisition filed under section 7A of 
        the Clayton Act (15 U.S.C. 18a) may bring an action under this 
        paragraph in the appropriate district court of the United 
        States to obtain an injunction enjoining the consummation of 
        the acquisition.
            (2) Injunction.--The court shall grant the injunction 
        described in paragraph (1) if the State attorney general 
        demonstrates by a preponderance of the evidence that under 
        section 7A of the Clayton Act (15 U.S.C. 18a)--
                    (A) the acquisition is a prohibited merger;
                    (B) the acquisition is likely to harm the 
                competitive process or create or help maintain a 
                monopoly, a monopsony, market power, or unfair methods 
                of competition; or
                    (C) during the waiting period or during the 10-year 
                period ending on the date on which notification under 
                subsection (a) is filed, a party to the acquisition 
                engaged in any disqualifying behavior.
            (3) Harms to the competitive process.--The State attorney 
        general may use any direct or indirect evidence to demonstrate 
        that an acquisition is likely to harm the competitive process, 
        including, but not limited to, the harms described in section 
        7A of the Clayton Act (15 U.S.C. 18a).
            (4) Balancing prohibited.--The court may not offset any 
        anticompetitive harms demonstrated under paragraph (2) or (3) 
        with any procompetitive benefits.
            (5) Deference.--The court shall give deference to any 
        definition of a relevant market or market share alleged by the 
        State attorney general.
            (6) Stay of proceedings.--The court shall stay all judicial 
        proceedings under this section regarding an acquisition filed 
        under section 7A of the Clayton Act (15 U.S.C. 18a) until the 
        end of the waiting period. The stay shall be lifted at the end 
        of the waiting period if the Federal Trade Commission or the 
        Assistant Attorney General declines to reject the acquisition.
            (7) Dismissal.--The court shall dismiss with prejudice any 
        claims filed under paragraph (1) if the Federal Trade 
        Commission or the Assistant Attorney General rejects the 
        acquisition.
            (8) Temporary injunction.--The court shall issue an 
        injunction temporarily enjoining the consummation of the 
        acquisition during the judicial proceedings under this section.
    (b) Nonreportable Acquisitions.--A State attorney general of a 
State that would be impacted by a prospective nonreportable acquisition 
may bring an action (which shall be subject to the procedures described 
in paragraph (a)) under this paragraph in the appropriate district 
court of the United States to obtain an injunction enjoining the 
consummation of the acquisition.

SEC. 6. BREAKING UP PROHIBITED MERGERS; PROCESS FOR RETROSPECTIVE 
              REVIEWS.

    Section 7A of the Clayton Act (15 U.S.C. 18a) is amended by adding 
at the end the following:
    ``(n) Retrospective Review.--
            ``(1) Retrospective review of consummated acquisitions.--
                    ``(A) Review.--
                            ``(i) In general.--The Federal Trade 
                        Commission and the Assistant Attorney General 
                        may retrospectively review any consummated 
                        acquisition, including nonreportable 
                        acquisitions.
                            ``(ii) Coordination.--
                                    ``(I) In general.--The Federal 
                                Trade Commission and the Assistant 
                                Attorney General may coordinate the 
                                review of a consummated acquisition 
                                with any State attorney general if the 
                                State was impacted by the acquisition 
                                or any Federal agency deemed to have 
                                substantial regulatory authority over 
                                the parties to the acquisition 
                                (including persons or financial 
                                institutions involved with financing 
                                the acquisition).
                                    ``(II) Compulsory process.--The 
                                Federal Trade Commission, the Assistant 
                                Attorney General, and any coordinating 
                                State attorney general or Federal 
                                agency may use their respective 
                                compulsory processes to conduct the 
                                reviews.
                    ``(B) Remedy.--Upon reviewing an acquisition 
                described in subparagraph (A), the Federal Trade 
                Commission or the Assistant Attorney General shall 
                order a remedy to restore competition or otherwise 
                address the anticompetitive impacts of the acquisition 
                (which shall include unwinding the acquisition or 
                requiring that the acquiring person make divestitures, 
                which, to the extent practicable, shall be specified, 
                standalone business units or lines), if the Federal 
                Trade Commission or the Assistant Attorney General, 
                respectively, acting in coordination with any State 
                attorney general or Federal agency (as applicable), 
                determines that--
                            ``(i) the acquisition resulted in a post-
                        acquisition market share of greater than 50 
                        percent of any relevant market (including labor 
                        markets);
                            ``(ii) the acquisition resulted in a 
                        Herfindahl-Hirschman Index greater than 2,500 
                        in any relevant market and increased the 
                        Herfindahl-Hirschman Index by more than 200 in 
                        such relevant market;
                            ``(iii) the acquisition has brought 
                        material harm to the competitive process;
                            ``(iv) if applicable, the acquiring person 
                        has failed to satisfy the stated justification 
                        of the acquisition or the acquisition did not 
                        result in the benefits described in the stated 
                        justification submitted under subsection 
                        (d)(2); or
                            ``(v)(I) the acquisition is a consummated 
                        nonreportable acquisition; and
                            ``(II)(aa) the acquisition is a prohibited 
                        merger; or
                            ``(bb) after the date of enactment of this 
                        subparagraph, the acquiring person or the 
                        acquired person engaged in disqualifying 
                        behavior during the 10-year period ending on 
                        the date on which the nonreportable acquisition 
                        was consummated.
            ``(2) Immediate retrospective review of prohibited 
        mergers.--
                    ``(A) Review.--
                            ``(i) In general.--Except as provided in 
                        clause (ii), the Federal Trade Commission and 
                        the Assistant Attorney General shall 
                        immediately review every prohibited merger 
                        consummated on or after January 1, 2000, for 
                        which the parties were required to file a 
                        notification under this section.
                            ``(ii) Applicability.--For the purposes of 
                        this subparagraph, prohibited mergers shall be 
                        defined without adjustment to any dollar 
                        amounts.
                            ``(iii) Coordination.--
                                    ``(I) In general.--The Federal 
                                Trade Commission and the Assistant 
                                Attorney General may coordinate the 
                                review of a prohibited merger with any 
                                State attorney general if the State was 
                                impacted by the prohibited merger or 
                                any Federal agency deemed to have 
                                substantial regulatory authority over 
                                the parties to the prohibited merger 
                                (including persons or financial 
                                institutions involved with financing 
                                the prohibited merger).
                                    ``(II) Compulsory process.--The 
                                Federal Trade Commission, the Assistant 
                                Attorney General, and any coordinating 
                                State attorney general or Federal 
                                agency may use their respective 
                                compulsory processes to conduct the 
                                reviews.
                    ``(B) Remedy.--Upon reviewing a prohibited merger 
                described in subparagraph (A), the Federal Trade 
                Commission or the Assistant Attorney General shall 
                order a remedy to restore competition or otherwise 
                address the anticompetitive impacts of the acquisition 
                (which shall include unwinding the acquisition or 
                requiring that the acquiring person make divestitures, 
                which, to the extent practicable, shall be specified, 
                standalone business units or lines), if the Federal 
                Trade Commission or the Assistant Attorney General, 
                respectively, acting in coordination with any State 
                attorney general or Federal agency (as applicable), 
                determines that the prohibited merger--
                            ``(i) resulted in a post-acquisition market 
                        share of greater than 50 percent of any 
                        relevant market (including labor markets);
                            ``(ii) resulted in a Herfindahl-Hirschman 
                        Index greater than 2,500 in any relevant market 
                        and increased the Herfindahl-Hirschman Index by 
                        more than 200 in such relevant market; or
                            ``(iii) brought material harm to the 
                        competitive process.
                    ``(C) Deadlines.--The Federal Trade Commission and 
                the Assistant Attorney General shall--
                            ``(i) not later than 180 days after the 
                        date of enactment of this subsection, establish 
                        and implement a process to carry out the review 
                        required under subparagraph (A); and
                            ``(ii) not later than 4 years after the 
                        date of enactment of this subsection--
                                    ``(I) complete the review required 
                                under subparagraph (A); and
                                    ``(II) implement the remedies 
                                required under subparagraph (B).
            ``(3) State attorneys general.--
                    ``(A) Consummated acquisitions.--
                            ``(i) Review.--A State attorney general of 
                        a State impacted by a consummated acquisition 
                        may review the acquisition in accordance with 
                        paragraph (1), including by using compulsory 
                        process.
                            ``(ii) Civil action.--
                                    ``(I) In general.--Upon reviewing 
                                an acquisition described in clause (i), 
                                the State attorney general may bring an 
                                action under this clause in the 
                                appropriate district court of the 
                                United States seeking a remedy to 
                                restore competition or otherwise 
                                address the anticompetitive impacts of 
                                the acquisition (which shall include 
                                unwinding the acquisition or requiring 
                                that the acquiring person make 
                                divestitures, which, to the greatest 
                                extent practicable, shall be specified, 
                                standalone business units or lines).
                                    ``(II) Court remedy.--The court 
                                shall grant the remedy described in 
                                subclause (I) if the State attorney 
                                general demonstrates by a preponderance 
                                of the evidence that the remedy would 
                                have been proper under paragraph 
                                (1)(B), unless the parties to the 
                                acquisition demonstrate by clear and 
                                convincing evidence that unwinding 
                                would not have been proper under 
                                paragraph (1)(B).
                                    ``(III) Balancing limited.--The 
                                court may not offset a demonstrated 
                                anticompetitive harm with a 
                                procompetitive benefit unless the 
                                benefit applies to the same population 
                                impacted by the harm.
                                    ``(IV) Deference.--The court shall 
                                give deference to any definition of a 
                                relevant market or market share alleged 
                                by the State attorney general.
                    ``(B) Prohibited mergers.--
                            ``(i) Review.--A State attorney general of 
                        a State impacted by a prohibited merger may 
                        review the prohibited merger in accordance with 
                        paragraph (2), including by using compulsory 
                        process.
                            ``(ii) Civil action.--
                                    ``(I) In general.--Upon reviewing a 
                                prohibited merger described in clause 
                                (i), the State attorney general may 
                                bring an action under this clause in 
                                the appropriate district court of the 
                                United States seeking a remedy to 
                                restore competition or otherwise 
                                address the anticompetitive impacts of 
                                the prohibited merger (which shall 
                                include unwinding the prohibited merger 
                                or requiring that the acquiring person 
                                make divestitures, which, to the 
                                greatest extent practicable, shall be 
                                specified, standalone business units or 
                                lines).
                                    ``(II) Court remedy.--The court 
                                shall grant the remedy described in 
                                subclause (I) if the State attorney 
                                general demonstrates by a preponderance 
                                of the evidence that imposing the 
                                remedy would have been proper under 
                                paragraph (2)(B), unless the parties to 
                                the prohibited merger demonstrate by 
                                clear and convincing evidence that 
                                imposing the remedy would not have been 
                                proper under paragraph (2)(B).
                                    ``(III) Balancing limited.--The 
                                court may not offset a demonstrated 
                                anticompetitive harm with a 
                                procompetitive benefit unless the 
                                benefit applies to the same population 
                                impacted by the harm.
                                    ``(IV) Deference.--The court shall 
                                give deference to any definition of a 
                                relevant market or market share alleged 
                                by the State attorney general.
            ``(4) Dominant firms.--In addition to any other harms to 
        the competitive process that may be determined or established, 
        the Federal Trade Commission, the Assistant Attorney General, 
        or a State attorney general may also determine or establish 
        that a prohibited merger has brought material harm to the 
        competitive process if--
                    ``(A) any party (or its ultimate parent entity) was 
                a dominant firm; and
                    ``(B)(i) another party was a nascent competitor or 
                maverick;
                    ``(ii) another party was a critical trading partner 
                in the supply chains or business ecosystems of the 
                parties; or
                    ``(iii) the acquisition created a platform conflict 
                of interest.
            ``(5) Judicial review.--
                    ``(A) In general.--Any party to an acquisition 
                reviewed by the Federal Trade Commission or the 
                Assistant Attorney General under paragraph (1) or (2) 
                may bring an action under this paragraph in the 
                appropriate district court of the United States to 
                challenge a decision of the Federal Trade Commission or 
                the Assistant Attorney General made under this 
                subsection to order a remedy, and no other person or 
                entity shall have a cause of action under this 
                paragraph.
                    ``(B) Standards of review.--A decision by the 
                Federal Trade Commission or the Assistant Attorney 
                General to order a remedy under this section shall be 
                considered a matter of discretion, and the reviewing 
                court shall hold unlawful and set aside the decision 
                only if the decision's findings and conclusions are 
                found to be arbitrary, capricious, an abuse of 
                discretion, or otherwise not in accordance with this 
                section.
                    ``(C) Balancing limited.--The court may not offset 
                an anticompetitive harm alleged by the Federal Trade 
                Commission or the Assistant Attorney General with a 
                procompetitive benefit unless the benefit applies to 
                the same population impacted by the harm.
                    ``(D) Deference.--The court shall give deference to 
                any definition of a relevant market or market share 
                alleged by the Federal Trade Commission or the 
                Assistant Attorney General.
            ``(6) Public findings and decisions.--All findings and 
        decisions (including decisions to initiate a retrospective 
        review and decisions whether or not to order a remedy) 
        described in this subsection shall be made publicly available. 
        Any decision to order a remedy shall include a substantive 
        justification.
            ``(7) Additional processes.--Not later than 180 days after 
        the date of enactment of this subsection, the Federal Trade 
        Commission and the Assistant Attorney General shall--
                    ``(A) establish procedures for the stakeholders of 
                a consummated acquisition to submit complaints 
                regarding any adverse impacts of the acquisition to the 
                Federal Trade Commission, the Assistant Attorney 
                General, and their respective State attorneys general; 
                and
                    ``(B) establish guidelines for when complaints 
                received under subparagraph (i) will trigger a 
                mandatory retrospective review under paragraph (1).''.

SEC. 7. EXCLUSIVE JURISDICTION.

    (a) District Courts.--
            (1) In general.--The United States District Court for the 
        District of Columbia shall have exclusive jurisdiction to 
        determine the validity of any decision made by the Federal 
        Trade Commission or the Assistant Attorney General under the 
        amendments made by sections 4 and 6 of this Act.
            (2) Actions brought by state attorneys general.--
                    (A) Except as provided in subparagraph (B), if a 
                State attorney general brings an action under section 5 
                or subsection (n) of section 7A of the Clayton Act, as 
                added by section 6 of this Act, the district court of 
                the United States for the judicial district in which 
                the capital of the State is located shall have 
                exclusive jurisdiction.
                    (B) In the event that multiple State attorneys 
                general bring actions regarding the same acquisition, 
                those actions shall be consolidated in the United 
                States District Court for the District of Columbia or a 
                district court with jurisdiction under this section.
    (b) Court of Appeals.--The United States Court of Appeals for the 
District of Columbia Circuit shall have exclusive jurisdiction of 
appeals from all decisions under subsection (a).
    (c) Supreme Court.--The Supreme Court of the United States shall 
not have appellate jurisdiction of any appeal from a decision under 
subsection (a) or (b).
    (d) Exclusive Remedies.--The causes of action authorized by this 
Act and amendments made by this Act shall be the exclusive remedies 
available to any person injured or adversely affected by a decision of 
the Federal Trade Commission or the Assistant Attorney General of the 
Antitrust Division of the Department of Justice made under this Act or 
under the amendments made by this Act.

SEC. 8. FUNDING.

    (a) Authorizations of Appropriations.--There is authorized to be 
appropriated for fiscal year 2023 and each fiscal year thereafter--
            (1) $1,000,000,000 for the Federal Trade Commission; and
            (2) $1,000,000,000 for the Antitrust Division of the 
        Department of Justice.
    (b) Fines and Penalties.--The Federal Trade Commission and the 
Antitrust Division of the Department of Justice may use any funds from 
fines, penalties, and settlements not returned to consumers for their 
respective future operations.
    (c) Additional Appropriations.--To the extent there are 
insufficient funds from fines, penalties, settlements, and fees 
received by the Federal Trade Commission and the Antitrust Division of 
the Department of Justice for the costs of their respective programs, 
projects, and activities, there are appropriated, out of monies in the 
Treasury not otherwise appropriated, for fiscal year 2023 and each 
fiscal year thereafter such sums as are necessary for the costs of such 
programs, projects, and activities.

SEC. 9. RULES OF CONSTRUCTION.

    Nothing in this Act, or an amendment made by this Act, may be 
construed to limit--
            (1) any authority of the Federal Trade Commission, the 
        Assistant Attorney General, any State attorney general, or any 
        Federal agency under the antitrust laws or any other provision 
        of law; or
            (2) the application of any law.

SEC. 10. SEVERABILITY.

    (a) In General.--If any provision of this Act, an amendment made by 
this Act, or the application of such provision or amendment to any 
person or circumstance is held to be unconstitutional, the remainder of 
this Act and of the amendments made by this Act, and the application of 
the remaining provisions of this Act and amendments to any person or 
circumstance shall not be affected.
    (b) Exclusive Jurisdiction.--
            (1) District court.--The United States District Court for 
        the District of Columbia shall have exclusive jurisdiction over 
        any action challenging the constitutionality or lawfulness of 
        any provision of this Act, any amendment made by this Act, or 
        any regulation promulgated under this Act or an amendment made 
        by this Act.
            (2) Court of appeals.--The United States Court of Appeals 
        for the District of Columbia Circuit shall have exclusive 
        jurisdiction of appeals from all decisions under paragraph (1).
            (3) Supreme court.--The Supreme Court of the United States 
        shall not have appellate jurisdiction of any appeal from a 
        decision under paragraph (1) or (2).
    (c) Decisions by Antitrust Agencies.--Except as provided in this 
Act, no Federal, State, or Territorial court shall have jurisdiction or 
power to consider the validity of decisions made by the Federal Trade 
Commission or the Assistant Attorney General under this Act, or under 
the amendments made by this Act, or to stay, restrain, enjoin, or set 
aside, in whole or in part, any provision of this Act authorizing such 
decisions made by the Federal Trade Commission or the Assistant 
Attorney General or making effective any such decisions made by the 
Federal Trade Commission or the Assistant Attorney General, or any 
provision of any such decisions made by the Federal Trade Commission or 
the Assistant Attorney General, or to restrain or enjoin the 
enforcement of any such decisions made by the Federal Trade Commission 
or the Assistant Attorney General.
    (d) Actions by State Attorney Generals.--Except as provided in this 
Act, no Federal, State, or Territorial court shall have jurisdiction or 
power to review actions brought by a State attorney general under this 
Act, or under an amendment made by this Act, or to stay, restrain, 
enjoin, or set aside, in whole or in part, any provision of this Act 
authorizing such actions brought by a State attorney general under this 
Act, or to restrain or enjoin the enforcement of any related judicial 
decisions.
                                 <all>
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