I 
116TH CONGRESS 
2D SESSION 
H. R. 6989 
To prohibit certain transactions during the coronavirus disease 2019 
(COVID–19) pandemic. 
IN THE HOUSE OF REPRESENTATIVES 
MAY 22, 2020 
Ms. OCASIO-CORTEZ (for herself, Mr. GARCI´A of Illinois, and Ms. OMAR) in-
troduced the following bill; which was referred to the Committee on the 
Judiciary 
A BILL 
To prohibit certain transactions during the coronavirus 
disease 2019 (COVID–19) pandemic. 
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 ‘‘Pandemic Anti-Monop-
oly Act of 2020’’. 
SEC. 2. MORATORIUM ON CERTAIN MERGERS AND ACQUISI-
TIONS. 
(a) IN GENERAL.—Except as provided in subsection 
(b), during the period beginning on the date of enactment 
of this Act and ending on the date on which the Federal 
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Trade Commission votes unanimously under subsection 
(c), the following transactions are prohibited: 
(1) 
Acquisitions 
by 
firms 
with 
over 
$100,000,000 in revenue. 
(2) Acquisitions by financial institutions or eq-
uity funds with over $100,000,000 in capitalization. 
(3) Acquisitions by firms that are registered in-
vestment advisers under section 203 of the Invest-
ment Advisers Act of 1940 (15 U.S.C. 80b–3) or by 
firms that are majority-owned by a firm that is a 
registered investment adviser under that section. 
(4) Acquisitions involving firms with exclusive 
patent pertaining to coronavirus disease 2019 
(COVID–19) pandemic-related production, manufac-
turing, distribution, or infrastructure, medical sup-
plies, equipment, facilities, or services, and drug re-
search, development, production, supply, reserves, or 
distribution. 
(5) Any other acquisition required to be re-
ported under section 7A of the Clayton Act (15 
U.S.C. 18a). 
(6) Does not include an acquisition that is a 
transaction described in paragraph (1), (2), (3), (4), 
(5), (9), or (10) of section 7A(c) of the Clayton Act 
(15 U.S.C. 18a(c)). 
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(b) WAIVER.— 
(1) IN GENERAL.—Firms participating in any 
transaction described in subsection (a) may petition 
the Federal Trade Commission for a waiver by pre-
senting clear and convincing evidence that the trans-
action will advance critical national security, eco-
nomic, or public health interests during the emer-
gency. 
(2) FAILING FIRM.—The acquisition of a failing 
firm shall be considered to advance critical economic 
interests and shall be deemed to meet the criteria 
for a waiver under paragraph (1). A firm shall be 
deemed failing if the Commission concludes that— 
(A) the firm would be unable to meet the 
financial obligations of the firm in the near fu-
ture, having established that the resources of 
the firm are so depleted and the prospect of re-
habilitation so remote that the firm faces the 
grave probability of a business failure; 
(B) the probability of the firm successfully 
reorganizing under chapter 11 of title 11, 
United States Code, is dim or nonexistent; and 
(C) the firm has demonstrated that the 
firm made good faith efforts to elicit reasonable 
alternative offers that would keep assets of the 
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firm in the market and pose a less severe dan-
ger to competition than does the proposed ac-
quisition. 
(3) VOTE.—The Federal Trade Commission, by 
unanimous Commission vote and with the written 
concurrence of the Attorney General, the Secretary 
of Defense, the Secretary of Homeland Security, the 
Secretary of Labor, the Secretary of Health and 
Human Services, and the Administrator of the Small 
Business Administration may grant a petition under 
paragraph (1) if the Commission determines that 
the transaction will advance critical national secu-
rity, economic, or public health interests during the 
emergency. 
(4) EXPLANATION.—Upon granting a petition 
under this subsection, the Federal Trade Commis-
sion shall publish in the Federal Register and on the 
website of the Commission the rationale for granting 
the petition. 
(c) TERMINATION OF MORATORIUM.— 
(1) IN
GENERAL.—The prohibition in sub-
section (a) shall not apply only if the Federal Trade 
Commission unanimously determines, with the writ-
ten consent of the Attorney General, the Secretary 
of Labor, and the Administrator of the Small Busi-
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ness Administration, that the prohibition should no 
longer apply. 
(2) INITIAL
DETERMINATION.—The Federal 
Trade Commission may only hold a vote under para-
graph (1) after— 
(A) the national emergency under the Na-
tional Emergencies Act (50 U.S.C. 1601 et 
seq.) with respect to the coronavirus disease 
2019 (COVID–19) has terminated; 
(B) each State of the United States, the 
District of Columbia, any territory of the 
United States, Puerto Rico, Guam, American 
Samoa, the Virgin Islands, and the Northern 
Mariana Islands have reopened their economies; 
(C) the 100-day period ending on the later 
of the date on which subparagraph (A) or (B) 
has been satisfied expires; and 
(D) the Commission determines that small 
businesses and workers are no longer under se-
vere financial distress. 
(d) TOLLING.—During the period beginning on the 
date of enactment of this Act and ending on the date on 
which the Federal Trade Commission votes under sub-
section (c)(1) to remove the prohibition under subsection 
(a), any waiting period or deadline required under section 
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7A of the Clayton Act (15 U.S.C. 18a) shall be automati-
cally tolled. 
(e) PENALTIES.—Any firm attempting a prohibited 
transaction under this section shall be subject to an order 
blocking or reversing the transaction and a penalty of not 
less than 10 percent of the revenue of the firm for fiscal 
year 2019. 
(f) RESILIENCY RULEMAKING.— 
(1) IN GENERAL.—There shall be a legal pre-
sumption against a transaction that may pose a risk 
to the Government’s ability to respond to a national 
emergency, including— 
(A) a transaction that may reduce, restrict, 
curtail, or otherwise undermine the ability of 
the Government to invent, develop, improve, 
produce, procure, stockpile, or otherwise make 
available goods and services that are life-saving 
or otherwise essential to the Government’s abil-
ity to address the coronavirus disease 2019 
(COVID–19) pandemic or other potential public 
health, safety, or other emergencies; 
(B) a transaction that may reduce, limit, 
curtail, or otherwise create a disincentive for re-
search, development, or production of goods or 
services described in subparagraph (A); and 
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(C) a transaction by a firm under contract 
within the last 5 years with the Federal Gov-
ernment regarding any goods or services de-
scribed in subparagraph (A). 
(2) BURDEN.—If a firm seeks to complete a 
transaction described in paragraph (1), that firm 
shall have the burden of showing by clear and con-
vincing evidence that the transaction does not pose 
a risk to the Government’s ability to respond to a 
national emergency. 
(3) RULEMAKING.—Not later than 1 year after 
the date of enactment of this Act, the Federal Trade 
Commission shall promulgate regulations to further 
define— 
(A) transactions that fall under paragraph 
(1)(A); 
(B) transactions that fall under paragraph 
(1)(B); 
(C) companies that fall under paragraph 
(1)(C); and 
(D) specific goods and services that are 
life-saving or otherwise essential to the Govern-
ment’s ability to address the coronavirus dis-
ease 2019 (COVID–19) pandemic or other po-
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tential public health, safety, or other emer-
gencies. 
Æ 
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