IIB 
115TH CONGRESS 
2D SESSION 
H. R. 5645 
IN THE SENATE OF THE UNITED STATES 
MAY 10, 2018 
Received; read twice and referred to the Committee on the Judiciary 
AN ACT 
To amend the Clayton Act and the Federal Trade Commis-
sion Act to provide that the Federal Trade Commission 
shall exercise authority with respect to mergers only 
under the Clayton Act and only in the same procedural 
manner as the Attorney General exercises such authority. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Standard Merger and 
Acquisition Reviews Through Equal Rules Act of 2018’’. 
SEC. 2. AMENDMENTS TO THE CLAYTON ACT. 
The Clayton Act (15 U.S.C. 12 et seq.) is amended— 
(1) by striking section 4F and inserting the fol-
lowing: 
‘‘SEC. 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 15, 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 At-
torney General or Federal Trade Commission, as applica-
ble, 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 
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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 avail-
able 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 ‘‘or a 
proceeding brought by the Federal Trade Com-
mission under section 15’’ after ‘‘United States 
under the antitrust laws’’; and 
(B) in subsection (i) by inserting ‘‘or a 
proceeding instituted by the Federal Trade 
Commission under section 15’’ after ‘‘antitrust 
laws’’; 
(3) Section 11 of the Clayton Act (15 U.S.C. 
21) is amended— 
(A) in subsection (b) by striking ‘‘When-
ever’’ and inserting ‘‘Except as provided in sub-
section (m), whenever’’; and 
(B) by adding at the end the following: 
‘‘(m) The Federal Trade Commission may not use the 
procedures for administrative adjudication set forth in 
subsection (b) of this section to prevent the consummation 
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of a proposed merger, acquisition, joint venture, or similar 
transaction that is subject to section 7, unless the com-
plaint is accompanied by a consent agreement between the 
Commission and a party to the transaction that resolves 
all the violations alleged in the complaint. The Federal 
Trade Commission may institute proceedings in a district 
court under section 15 to prevent the consummation of 
such a transaction. In any such proceeding the district 
court shall apply the same standard for granting injunc-
tive relieve as applicable to a proceeding brought by the 
United States attorneys under section 15. The Federal 
Trade Commission may issue an administrative complaint 
under this section if the complaint is accompanied by a 
consent agreement between the Federal Trade Commis-
sion and a party to the transaction settling the alleged 
violations.’’; 
(4) in section 13, by inserting ‘‘or a suit, ac-
tion, or proceeding brought by the Federal Trade 
Commission under section 15’’ before ‘‘subpoenas’’; 
and 
(5) in section 15, by inserting ‘‘and the duty of 
the Federal Trade Commission with respect to the 
consummation of a proposed merger, acquisition, 
joint venture, or similar transaction that is subject 
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to section 7 and not yet consummated,’’ after ‘‘Gen-
eral’’. 
SEC. 3. AMENDMENTS TO THE FEDERAL TRADE COMMIS-
SION ACT. 
The Federal Trade Commission Act (15 U.S.C. 41) 
is amended— 
(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), ex-
cept in cases where the Commission approves an 
agreement with the parties to the transaction that 
contains a consent order)’’ after ‘‘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) that may result in any unfair method of competition, 
the district courts of the United States shall have jurisdic-
tion to issue writs of mandamus commanding any person 
or corporation to comply with the provisions of this Act 
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or any order of the commission made in pursuance there-
of.’’; 
(3) in section 13(b)(1), by inserting ‘‘(excluding 
section 7 of the Clayton Act (15 U.S.C. 18) and sec-
tion 5(a)(1) with respect to the consummation of a 
proposed merger, acquisition, joint venture, or simi-
lar transaction that is subject to section 7 of the 
Clayton Act (15 U.S.C. 18))’’ after ‘‘Commission’’; 
and 
(4) in section 16(a)(2)— 
(A) in subparagraph (D) by striking ‘‘or’’ 
at the end; 
(B) in subparagraph (E) by adding ‘‘or’’ at 
the end; and 
(C) by adding at the end the following: 
‘‘(F) under section 15 of the Clayton Act 
(15 U.S.C. 25);’’. 
SEC. 4. EFFECTIVE DATE; APPLICATION OF AMENDMENTS. 
(a) EFFECTIVE DATE.—Except as provided in sub-
section (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 amend-
ments made by this Act shall not apply to any of the fol-
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lowing 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. 
Passed the House of Representatives May 9, 2018. 
Attest: 
KAREN L. HAAS, 
Clerk. 
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