SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Prohibiting Anti-
competitive Mergers Act of 2022’’. 
SEC. 2. FINDINGS AND PURPOSES. 
(a) FINDINGS.—Congress finds that— 
(1) the Constitution of the United States pro-
hibits political or economic oligarchies, which are in-
compatible 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 Commis-
sion Act (15 U.S.C. 41 et seq.), were enacted to pro-
hibit political and economic oligarchies, to protect 
fair, open, and competitive markets, and to prevent 
corporations from abusing their power to stifle com-
petition and improperly influence democratic proc-
esses; 
(3) Federal courts have misinterpreted the anti-
trust laws to the detriment of consumers, workers, 
society, and the United States political economy, in-
cluding 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 prog-
eny; 
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(4) concentrated economic power creates con-
centrated 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 corpora-
tions have unconstitutionally amassed too much in-
fluence 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, entrepreneur-
ship, 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 under-
invest in their operations and infrastructure, expose 
consumers in the United States to the risks of con-
centrated and brittle supply chains, such as short-
ages of essential goods and increased prices; 
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(9) market concentration in essential markets, 
including those for medical equipment, food, and re-
tail, 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 con-
centrated 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 com-
petitive effects of an acquisition and should play a 
stronger role in antitrust enforcement; 
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(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 sec-
tion 7A has overwhelmed the Federal Trade Com-
mission and the Department of Justice, a phe-
nomenon exacerbated by strict statutory deadlines 
for the review process and an onerous judicial proc-
ess to obtain injunctions to block acquisitions likely 
to lessen competition; 
(16) the antitrust agencies should be empow-
ered 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 rem-
edies to protect competition and prevent monopo-
listic behavior has proven ineffective across various 
industries; 
(18) the Federal Trade Commission and the 
Department of Justice have the authority under ex-
isting law to conduct retrospective reviews of any 
consummated acquisition at any time, regardless of 
whether the acquisition was nonreportable or the 
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government opposed the acquisition before its con-
summation; 
(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 rem-
edy 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 exten-
sive business ecosystem; and 
(21) excessive market concentration must be 
remedied to restore and protect competition in the 
United States and ensure the United States econ-
omy and democracy benefit workers, consumers, cus-
tomer choice, sellers, small and minority-owned busi-
nesses (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; 
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(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 re-
views; 
(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 democ-
racy by promoting meaningful competition through-
out 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 insert-
ing the following: 
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‘‘SEC. 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 Depart-
ment 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 
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‘‘(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 acqui-
sition). 
‘‘(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, tech-
nology, 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 anti-
trust 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 
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county, or private party if the underlying dis-
pute 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 sec-
tion 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 ul-
timate parent entity of such party has greater 
than $10,000,000,000 (as so adjusted and pub-
lished) in capitalization, commitments, or assets 
under management; or 
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‘‘(C) has greater than 20 percent of any 
relevant market. 
‘‘(7) FAILING-FIRM DEFENSE.—The term ‘fail-
ing-firm defense’ means a defense that an acquisi-
tion 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 reason-
able alternative offers that would keep the as-
sets 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 avail-
able 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 classi-
fication; and 
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‘‘(C) other definitions as the Federal 
Trade Commission and the Department of Jus-
tice may promulgate by regulation. 
‘‘(9) 
NONREPORTABLE
ACQUISITION.—The 
term ‘nonreportable acquisition’ means any acquisi-
tion for which the parties are not required to file no-
tification under section 7A. 
‘‘(10) PARTY.—The term ‘party’ means, for a 
given acquisition, a person required to file notifica-
tion 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 adver-
tising exchange, or online service that— 
‘‘(A) operates or provides the main inter-
face between different users or market partici-
pants, such as individuals, advertisers, or pro-
viders of content, services, and goods; and 
‘‘(B) allows for exchanges of at least some 
goods, services, or content that the person does 
not own. 
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kets) 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 ad-
justed and published). 
‘‘(15) RELEVANT AGENCY.—The term ‘relevant 
agency’ means the Office of Advocacy of the Small 
Business Administration, the Minority Business De-
velopment Agency of the Department of Commerce, 
the National Labor Relations Board, any Federal 
agency required to review an acquisition under Fed-
eral law, or any Federal agency with substantial reg-
ulatory authority over a party involved in an acquisi-
tion (including persons or financial institutions in-
volved 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 impli-
cated by an acquisition; and 
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‘‘(B) includes a geographic area if geog-
raphy 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 EN-
FORCEMENT. 
(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 para-
graphs, by striking ‘‘lessen competition, or to tend 
to create a monopoly’’ each place the term appears 
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and inserting ‘‘harm the competitive process, or cre-
ate or help maintain a monopoly, a monopsony, mar-
ket 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 re-
quired to establish a violation under this section. 
‘‘Harms to the competitive process include the 
harms described in section 7A.’’. 
(b) STRENGTHENING ANTITRUST AGENCY ENFORCE-
MENT.— 
(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),’’ be-
fore ‘‘the waiting’’; 
(B) in paragraph (1), by striking ‘‘and’’ at 
the end; 
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(C) in paragraph (2)(B)(ii)(III), by strik-
ing 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 ac-
quiring person would hold an aggregate total 
amount of the voting securities and assets of the ac-
quired 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 pub-
lished) in capitalization, commitments, or assets 
under management.’’. 
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(2) EMPOWERING
THE
ANTITRUST
AGENCIES 
TO REJECT ACQUISITIONS.—Section 7A of the Clay-
ton Act (15 U.S.C. 18a) is amended— 
(A) in subsection (b)— 
(i) in paragraph (1)(B)— 
(I) by striking ‘‘thirtieth’’ and in-
serting ‘‘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 dem-
onstration of an emergency may, in indi-
vidual cases, terminate the waiting period 
specified in paragraph (1) and allow any 
person to proceed with any acquisition sub-
ject to this section, upon a vote of the Fed-
eral 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 justifica-
tion of such decision. The waiting period 
may not be terminated under this para-
graph without the approval of all relevant 
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agencies and States that have received ma-
terials pursuant to subsection (l).’’; 
(B) in subsection (e), by adding at the end 
the following: 
‘‘(3) No person shall acquire, directly or indi-
rectly, any voting securities or assets of another per-
son under subsection (a) unless— 
‘‘(A)(i) the waiting period expires or is ter-
minated; 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 As-
sistant 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 As-
sistant Attorney General shall review the acquisition, 
which shall be publicly announced. 
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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 (in-
cluding significant layoffs or harms to existing col-
lective bargaining agreements, retirees, worker bene-
fits and compensation, or labor conditions), con-
sumers (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 Gen-
eral shall consider— 
‘‘(i) effects in any relevant market (includ-
ing labor markets), cross-market effects or im-
pacts on the lines of commerce of the parties 
beyond any relevant markets, impacts through-
out the supply chains or business ecosystems of 
the parties, and impacts on small or minority- 
owned 
businesses 
(including 
farms 
and 
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ranches), local, rural, or low-income commu-
nities, 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 par-
ties, including— 
‘‘(aa) increased prices for con-
sumers; 
‘‘(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 dis-
tress of acquired companies; 
‘‘(ff) significant worker layoffs; 
and 
‘‘(gg) reduced investments in re-
search and development. 
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‘‘(C) The Federal Trade Commission or the As-
sistant Attorney General may determine that the ac-
quisition is likely to harm the competitive process if 
the history described in subparagraph (B)(ii) is sig-
nificant or extensive. 
‘‘(D) When evaluating an acquisition for which 
any party (or its ultimate parent entity) is a domi-
nant firm, the Federal Trade Commission or the As-
sistant Attorney General may determine that the ac-
quisition is likely to harm the competitive process 
if— 
‘‘(i) another party offers overlapping, com-
peting, 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 eco-
systems of the parties; or 
‘‘(iv) the acquisition would create a plat-
form 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— 
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‘‘(i) be made publicly available by the date 
on which the waiting period expires or is termi-
nated; 
‘‘(ii) include a summary of the review proc-
ess and identify the factors considered in mak-
ing 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 exten-
sion 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 
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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 ac-
quisition 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 as-
sets separate for a period not to exceed 60 days. 
‘‘(9)(A) The Federal Trade Commission or the 
Assistant Attorney General shall reject an acquisi-
tion 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 Assist-
ant Attorney General, respectively; 
‘‘(iii) a party to the acquisition (or its ulti-
mate parent entity)— 
‘‘(I) is a dominant firm; and 
‘‘(II) has consummated 2 or more ac-
quisitions in any relevant market during 
the preceding 5-year period; 
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‘‘(iv) a relevant agency objects to the ac-
quisition on the basis of a substantive justifica-
tion 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 dis-
qualifying behavior; or 
‘‘(vi) the Federal Trade Commission or the 
Assistant Attorney General, respectively, deter-
mines 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 Com-
mission 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— 
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erence to any definition of a relevant market or mar-
ket share alleged by the Federal Trade Commission 
or the Assistant Attorney General and may not off-
set any anticompetitive harms alleged by the Federal 
Trade Commission or the Assistant Attorney Gen-
eral with any procompetitive benefits. 
‘‘(11) Nothing in this subsection may be con-
strued to preclude the Federal Trade Commission or 
the Assistant Attorney General from reviewing or in-
vestigating 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 in-
formation described in paragraph (1)— 
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‘‘(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 offi-
cer and board member of each person; 
‘‘(ii) the annual revenues of each per-
son for each year of the 5-year period end-
ing 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 appli-
cable); and 
‘‘(viii) contact information for the 10 
largest suppliers of each person (as appli-
cable); 
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‘‘(B) the stated justification for the acqui-
sition, including— 
‘‘(i) what, if any, nonpublic informa-
tion 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 auto-
mated 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 unsuc-
cessful; 
‘‘(C) any proposed plans to benefit work-
ers, consumers, customer choice, sellers, small 
or minority-owned businesses (including farms 
and ranches), local, rural, or low-income com-
munities, 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; 
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‘‘(iii) increase privacy; 
‘‘(iv) increase worker pay, benefits, 
and conditions; 
‘‘(v) invest in local, rural, or low-in-
come communities or communities of color; 
and 
‘‘(vi) invest in research and develop-
ment; 
‘‘(D) the projected impact of the acquisi-
tion on the competitive process, workers (in-
cluding significant layoffs or harms to existing 
collective bargaining agreements, retirees, work-
er benefits and compensation, or labor condi-
tions), consumers (including patients, renters, 
and students), customer choice, sellers, small 
and minority-owned businesses (including farms 
and ranches), local, rural, and low-income com-
munities, communities of color, privacy, quality 
(including health and safety), entrepreneurship, 
and innovation; 
‘‘(E) a list of all other significant competi-
tors (including entrants or potential entrants) 
and competing products; 
‘‘(F) estimated market shares in the rel-
evant markets of the acquisition for each person 
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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 in-
stitution 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 im-
pacted by the acquisition; 
‘‘(K) a list of Federal agencies with sub-
stantial 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; 
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‘‘(3) shall evaluate the stated justification for 
the acquisition to determine if the justification com-
ports with the information provided under paragraph 
(2); 
‘‘(4) shall determine if the acquisition or com-
bination of data assets described in paragraph (2) 
would violate the antitrust laws, including if the ac-
quisition or combination of data assets is likely to 
harm the competitive process or create or help main-
tain a monopoly, a monopsony, market power, or un-
fair 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 docu-
mentary material relevant to a proposed acquisition 
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‘‘(iii) identified by the parties under 
subsection (d); 
‘‘(B) provide to each Federal agency noti-
fied under subparagraph (A) a copy of all docu-
ments 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 substan-
tial regulatory authority objects to the ac-
quisition on the basis that the acquisition 
would harm the competitive process or ma-
terially 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 acqui-
sition would materially harm small busi-
nesses (including farms and ranches); 
‘‘(iii) the Minority Business Develop-
ment Agency of the Department of Com-
merce objects to the acquisition on the 
basis that the acquisition would materially 
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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 re-
fusal of the parties to preserve, ex-
pand, or effectuate collective bar-
gaining agreements covering workers 
impacted by the acquisition, as appli-
cable); or 
‘‘(II) the acquisition would mate-
rially harm workers (including signifi-
cant layoffs or harms to existing col-
lective bargaining agreements, retir-
ees, worker benefits and compensa-
tion, or labor conditions). 
‘‘(3) SUBSTANTIVE
JUSTIFICATIONS
FOR
OB-
JECTIONS.—If a relevant agency objects to an acqui-
sition under paragraph (3), the relevant agency shall 
submit to the Federal Trade Commission or the As-
sistant Attorney General, as applicable, a sub-
stantive justification for the objection before the 
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date on which the waiting period expires or is termi-
nated. 
‘‘(m) CERTIFICATION.— 
‘‘(1) INDIVIDUALS.— 
‘‘(A) PROHIBITION.—No individual who 
certifies a notification filed under subsection (a) 
on behalf of an entity may, within the notifica-
tion 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, ficti-
tious, or fraudulent statement or represen-
tation; 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 vio-
lates 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 em-
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ployee of the entity if the chief executive officer 
knew or should have known of the violation. 
‘‘(3) ENTITY.—An entity described in para-
graph (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 Commis-
sion and the Department of Justice shall promulgate regu-
lations 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, pri-
vacy, 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 gen-
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eral of a State that would be impacted by an acqui-
sition filed under section 7A of the Clayton Act (15 
U.S.C. 18a) may bring an action under this para-
graph in the appropriate district court of the United 
States to obtain an injunction enjoining the con-
summation of the acquisition. 
(2) INJUNCTION.—The court shall grant the in-
junction described in paragraph (1) if the State at-
torney 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 dis-
qualifying behavior. 
(3) HARMS TO THE COMPETITIVE PROCESS.— 
The State attorney general may use any direct or in-
direct evidence to demonstrate that an acquisition is 
likely to harm the competitive process, including, but 
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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 def-
erence to any definition of a relevant market or mar-
ket share alleged by the State attorney general. 
(6) STAY OF PROCEEDINGS.—The court shall 
stay all judicial proceedings under this section re-
garding 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 Attor-
ney General rejects the acquisition. 
(8) TEMPORARY INJUNCTION.—The court shall 
issue an injunction temporarily enjoining the con-
summation of the acquisition during the judicial pro-
ceedings under this section. 
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(b) NONREPORTABLE ACQUISITIONS.—A State attor-
ney general of a State that would be impacted by a pro-
spective 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
CON-
SUMMATED ACQUISITIONS.— 
‘‘(A) REVIEW.— 
‘‘(i) 
IN
GENERAL.—The 
Federal 
Trade Commission and the Assistant At-
torney 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 
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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 (includ-
ing persons or financial institutions 
involved with financing the acquisi-
tion). 
‘‘(II) COMPULSORY
PROCESS.— 
The Federal Trade Commission, the 
Assistant Attorney General, and any 
coordinating State attorney general or 
Federal agency may use their respec-
tive compulsory processes to conduct 
the reviews. 
‘‘(B) REMEDY.—Upon reviewing an acqui-
sition described in subparagraph (A), the Fed-
eral Trade Commission or the Assistant Attor-
ney General shall order a remedy to restore 
competition or otherwise address the anti-
competitive impacts of the acquisition (which 
shall include unwinding the acquisition or re-
quiring 
that 
the 
acquiring 
person 
make 
divestitures, which, to the extent practicable, 
shall be specified, standalone business units or 
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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 (includ-
ing labor markets); 
‘‘(ii) the acquisition resulted in a 
Herfindahl-Hirschman Index greater than 
2,500 in any relevant market and in-
creased the Herfindahl-Hirschman Index 
by more than 200 in such relevant market; 
‘‘(iii) the acquisition has brought ma-
terial harm to the competitive process; 
‘‘(iv) if applicable, the acquiring per-
son has failed to satisfy the stated jus-
tification of the acquisition or the acquisi-
tion did not result in the benefits described 
in the stated justification submitted under 
subsection (d)(2); or 
‘‘(v)(I) the acquisition is a con-
summated nonreportable acquisition; and 
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‘‘(II)(aa) the acquisition is a prohib-
ited merger; or 
‘‘(bb) after the date of enactment of 
this subparagraph, the acquiring person or 
the acquired person engaged in disquali-
fying behavior during the 10-year period 
ending on the date on which the nonreport-
able acquisition was consummated. 
‘‘(2) IMMEDIATE RETROSPECTIVE REVIEW OF 
PROHIBITED MERGERS.— 
‘‘(A) REVIEW.— 
‘‘(i) IN
GENERAL.—Except as pro-
vided 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 par-
ties were required to file a notification 
under this section. 
‘‘(ii) APPLICABILITY.—For the pur-
poses of this subparagraph, prohibited 
mergers shall be defined without adjust-
ment to any dollar amounts. 
‘‘(iii) COORDINATION.— 
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‘‘(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 author-
ity 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 respec-
tive compulsory processes to conduct 
the reviews. 
‘‘(B) REMEDY.—Upon reviewing a prohib-
ited merger described in subparagraph (A), the 
Federal Trade Commission or the Assistant At-
torney General shall order a remedy to restore 
competition or otherwise address the anti-
competitive impacts of the acquisition (which 
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shall include unwinding the acquisition or re-
quiring 
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 mar-
kets); 
‘‘(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, estab-
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lish 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 re-
quired under subparagraph (B). 
‘‘(3) STATE ATTORNEYS GENERAL.— 
‘‘(A) CONSUMMATED ACQUISITIONS.— 
‘‘(i) REVIEW.—A State attorney gen-
eral of a State impacted by a con-
summated acquisition may review the ac-
quisition in accordance with paragraph (1), 
including by using compulsory process. 
‘‘(ii) CIVIL ACTION.— 
‘‘(I) IN GENERAL.—Upon review-
ing 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 re-
store competition or otherwise address 
the anticompetitive impacts of the ac-
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quisition 
(which 
shall 
include 
unwinding the acquisition or requiring 
that 
the 
acquiring 
person 
make 
divestitures, which, to the greatest ex-
tent 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 preponder-
ance of the evidence that the remedy 
would have been proper under para-
graph (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 dem-
onstrated anticompetitive harm with a 
procompetitive benefit unless the ben-
efit applies to the same population im-
pacted by the harm. 
‘‘(IV) DEFERENCE.—The court 
shall give deference to any definition 
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of a relevant market or market share 
alleged by the State attorney general. 
‘‘(B) PROHIBITED MERGERS.— 
‘‘(i) REVIEW.—A State attorney gen-
eral of a State impacted by a prohibited 
merger may review the prohibited merger 
in accordance with paragraph (2), includ-
ing by using compulsory process. 
‘‘(ii) CIVIL ACTION.— 
‘‘(I) IN GENERAL.—Upon review-
ing 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 re-
store 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 great-
est extent practicable, shall be speci-
fied, standalone business units or 
lines). 
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‘‘(II) 
COURT
REMEDY.—The 
court shall grant the remedy described 
in subclause (I) if the State attorney 
general demonstrates by a preponder-
ance 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 dem-
onstrated anticompetitive harm with a 
procompetitive benefit unless the ben-
efit applies to the same population im-
pacted 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 Com-
mission, the Assistant Attorney General, or a State 
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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 enti-
ty) was a dominant firm; and 
‘‘(B)(i) another party was a nascent com-
petitor or maverick; 
‘‘(ii) another party was a critical trading 
partner in the supply chains or business eco-
systems of the parties; or 
‘‘(iii) the acquisition created a platform 
conflict of interest. 
‘‘(5) JUDICIAL REVIEW.— 
‘‘(A) IN GENERAL.—Any party to an ac-
quisition reviewed by the Federal Trade Com-
mission 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 deci-
sion of the Federal Trade Commission or the 
Assistant Attorney General made under this 
subsection to order a remedy, and no other per-
son or entity shall have a cause of action under 
this paragraph. 
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‘‘(B) STANDARDS OF REVIEW.—A decision 
by the Federal Trade Commission or the Assist-
ant Attorney General to order a remedy under 
this section shall be considered a matter of dis-
cretion, and the reviewing court shall hold un-
lawful and set aside the decision only if the de-
cision’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 Assist-
ant 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. 
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‘‘(7) ADDITIONAL PROCESSES.—Not later than 
180 days after the date of enactment of this sub-
section, the Federal Trade Commission and the As-
sistant Attorney General shall— 
‘‘(A) establish procedures for the stake-
holders of a consummated acquisition to submit 
complaints regarding any adverse impacts of 
the acquisition to the Federal Trade Commis-
sion, the Assistant Attorney General, and their 
respective State attorneys general; and 
‘‘(B) establish guidelines for when com-
plaints 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 exclu-
sive jurisdiction to determine the validity of any de-
cision made by the Federal Trade Commission or 
the Assistant Attorney General under the amend-
ments made by sections 4 and 6 of this Act. 
(2) ACTIONS BROUGHT BY STATE ATTORNEYS 
GENERAL.— 
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(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 jurisdic-
tion. 
(B) In the event that multiple State attor-
neys general bring actions regarding the same 
acquisition, those actions shall be consolidated 
in the United States District Court for the Dis-
trict of Columbia or a district court with juris-
diction 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 in-
jured or adversely affected by a decision of the Federal 
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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 Com-
mission; 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, settle-
ments, and fees received by the Federal Trade Commis-
sion and the Antitrust Division of the Department of Jus-
tice 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 
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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 Com-
mission, 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 Dis-
trict 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 
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regulation promulgated under this Act or an amend-
ment made by this Act. 
(2) COURT OF APPEALS.—The United States 
Court of Appeals for the District of Columbia Cir-
cuit 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 jurisdic-
tion 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 valid-
ity 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 
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made by the Federal Trade Commission or the Assistant 
Attorney General. 
(d) ACTIONS BY STATE ATTORNEY GENERALS.—Ex-
cept as provided in this Act, no Federal, State, or Terri-
torial court shall have jurisdiction or power to review ac-
tions brought by a State attorney general under this Act, 
or under an amendment made by this Act, or to stay, re-
strain, enjoin, or set aside, in whole or in part, any provi-
sion 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. 
Æ 
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