Standard Merger and Acquisition Reviews Through Equal Rules Act of 2017

To amend the Clayton Act and the Federal Trade Commission Act to provide that the Federal Trade Commission shall exercise authority with respect to mergers only under the Clayton Act and only in the same procedural manner as the Attorney General exercises such authority. 1. Short title This Act may be cited as the Standard Merger and Acquisition Reviews Through Equal Rules Act of 2017 2. Amendments to the Clayton Act The Clayton Act ( 15 U.S.C. 12 (1) by striking section 4F and inserting the following: 4F. Actions by Attorney General of the United States or the Federal Trade Commission (a) Whenever the Attorney General of the United States has brought an action under the antitrust laws or the Federal Trade Commission has brought an action under section 7, and the Attorney General or Federal Trade Commission, as applicable, has reason to believe that any State attorney general would be entitled to bring an action under this Act based substantially on the same alleged violation of the antitrust laws or section 7, the Attorney General or Federal Trade Commission, as applicable, shall promptly give written notification thereof to such State attorney general. (b) To assist a State attorney general in evaluating the notice described in subsection (a) or in bringing any action under this Act, the Attorney General of the United States or Federal Trade Commission, as applicable, shall, upon request by such State attorney general, make available to the State attorney general, to the extent permitted by law, any investigative files or other materials which are or may be relevant or material to the actual or potential cause of action under this Act. ; (2) in section 5— (A) in subsection (a) by inserting (including a proceeding brought by the Federal Trade Commission with respect to a violation of section 7) United States under the antitrust laws (B) in subsection (i) by inserting (including a proceeding instituted by the Federal Trade Commission with respect to a violation of section 7) antitrust laws (3) in section 11, by adding at the end the following: (m) (1) Except as provided in paragraph (2), in enforcing compliance with section 7, the Federal Trade Commission shall enforce compliance with that section in the same manner as the Attorney General in accordance with section 15. (2) If the Federal Trade Commission approves an agreement with the parties to the transaction that contains a consent order with respect to a violation of section 7, the Commission shall enforce compliance with that section in accordance with this section. ; (4) in section 13, by inserting (including a suit, action, or proceeding brought by the Federal Trade Commission with respect to a violation of section 7) subpoenas (5) in section 15, by inserting and the duty of the Federal Trade Commission with respect to a violation of section 7, General, 3. Amendments to the Federal Trade Commission Act The Federal Trade Commission Act ( 15 U.S.C. 41 (1) in section 5(b), by inserting (excluding the consummation of a proposed merger, acquisition, joint venture, or similar transaction that is subject to section 7 of the Clayton Act ( 15 U.S.C. 18 unfair method of competition (2) in section 9, by inserting after the fourth undesignated paragraph the following: Upon the application of the commission with respect to any activity related to the consummation of a proposed merger, acquisition, joint venture, or similar transaction that is subject to section 7 of the Clayton Act ( 15 U.S.C. 18 ; (3) in section 13(b)(1), by inserting (excluding section 7 of the Clayton Act ( 15 U.S.C. 18 15 U.S.C. 18 Commission (4) in section 20(c)(1), by inserting or under section 7 of the Clayton Act ( 15 U.S.C. 18 Act, 4. Effective date; application of amendments (a) Effective date Except as provided in subsection (b), this Act and the amendments made by this Act shall take effect on the date of the enactment of this Act. (b) Application of amendments The amendments made by this Act shall not apply to any of the following that occurs before the date of enactment of this Act: (1) A violation of section 7 of the Clayton Act ( 15 U.S.C. 18 (2) A transaction with respect to which there is compliance with section 7A of the Clayton Act ( 15 U.S.C. 18a (3) A case in which a preliminary injunction has been filed in a district court of the United States. November 15, 2017 Committed to the Committee of the Whole House on the State of the Union and ordered to be printed

Summary: Standard Merger and Acquisition Reviews Through Equal Rules Act of 2017 (Sec. 2) This bill amends the Clayton Act with respect to notice to a state by the Department of Justice (DOJ) about federal actions brought for violations of antitrust laws. Currently DOJ must: notify a state attorney general about an antitrust action regarding which DOJ has reason to believe that the state attorney general would also be entitled to bring an action based substantially on the same alleged violation of the antitrust laws; and upon request make available to the state attorney general, to the extent permitted by law, any investigative files or other materials which are or may be relevant or material to the actual or potential cause of action. The Federal Trade Commission (FTC) shall exercise the same authority and procedures as DOJ under the Clayton Act if the FTC has brought an action under the same Act with respect to the prohibition against acquisition by one corporation of the stock of another (merger) that may substantially lessen competition or tend to create a monopoly. Also in cases brought by the FTC that result in final judgments against a defendant, those judgments shall be prima facie evidence of antitrust violations under substantially similar facts in actions brought by other parties. The statute of limitations shall be tolled during a proceeding brought by the FTC under such Act, and for one year thereafter, for any private and state rights of action based on the conduct in question during the proceeding. The FTC shall enforce compliance with the Act in the same manner as DOJ in acting to prevent or restrain antitrust violations. The FTC shall enforce a consent order, however, in the same manner it does already. (Sec. 3) The Federal Trade Commission Act (FTCA) is amended to exclude proposed mergers, acquisitions, joint ventures, or similar transactions from ordinary FTC proceedings, except in cases where the FTC approves an agreement with the parties to the transaction that contains a consent order. U.S. district courts shall have jurisdiction to issue writs of mandamus commanding compliance with the FTCA or any FTC order, if the FTC applies to such courts with respect to any activity related to consummation of a merger, acquisition, joint venture, or similar transaction that may result in an unfair method of competition.