Standard Merger and Acquisition Reviews Through Equal Rules Act of 2015

Bill: 114-s-2102
Sponsor: full_name: Sen. Lee, Mike [R-UT]
Introduced: 2015-09-30
Policy area: Commerce
Subjects: Competition and antitrust

Corporate finance and management

Federal district courts

Jurisdiction and venue

Securities
Latest action: action_date: 2016-03-09
text: Committee on the Judiciary Subcommittee on Antitrust, Competition Policy and Consumer Rights. Hearings held.

Summaries:
action_date: 2015-09-30
action_desc: Introduced in Senate
text: <p><b>Standard Merger and Acquisition Reviews Through Equal Rules Act of 2015</b></p> <p>This bill amends the Clayton Act with respect to actions brought by the Attorney General for violations of antitrust laws. The Federal Trade Commission (FTC) is required, but only under the Clayton Act, to exercise the same authority and procedures of the Attorney General specified in the 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.</p> <p>The Federal Trade Commission Act (FTCA) is amended to exclude proposed mergers, acquisitions, joint ventures, or similar transactions from FTC proceedings, except in cases where the FTC approves an agreement with the parties to the transaction that contains a consent order.</p> <p>Jurisdiction is granted to the U.S. district courts 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 results in an unfair method of competition.</p>

tv_txt: II 114th CONGRESS 1st Session S. 2102 IN THE SENATE OF THE UNITED STATES September 30, 2015 Mr. Lee (for himself, Mr. Grassley , and Mr. Hatch ) introduced the following bill; which was read twice and referred to the Committee on the Judiciary A BILL 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 2015 . 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 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) after United States under the antitrust laws ; and (B) in subsection (i) by inserting (including a proceeding instituted by the Federal Trade Commission with respect to a violation of section 7) after 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) before subpoenas ; and (5) in section 15, by inserting and the duty of the Federal Trade Commission with respect to a violation of section 7, after General, . 3. Amendments to the Federal Trade Commission 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 ), except 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 jurisdiction to issue writs of mandamus commanding any person or corporation to comply with the provisions of this Act or any order of the commission made in pursuance thereof. ; (3) in section 13(b)(1), by inserting (excluding section 7 of the Clayton Act ( 15 U.S.C. 18 ) and section 5(a)(1) with respect 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 )) after Commission ; and (4) in section 20(c)(1), by inserting or under section 7 of the Clayton Act ( 15 U.S.C. 18 ), where applicable, after 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.