[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[S. 130 Introduced in Senate (IS)]
<DOC>
119th CONGRESS
1st Session
S. 130
To reform the antitrust laws to better protect competition in the
American economy, to amend the Clayton Act to modify the standard for
an unlawful acquisition, to deter anticompetitive exclusionary conduct
that harms competition and consumers, to enhance the ability of the
Department of Justice and the Federal Trade Commission to enforce the
antitrust laws, and for other purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
January 16, 2025
Ms. Klobuchar (for herself, Mr. Whitehouse, Mr. Blumenthal, Mr. Booker,
Ms. Hirono, Mr. Welch, Mr. Heinrich, Mr. Markey, Mr. Murphy, Ms. Smith,
Mr. Schatz, Mr. Warner, Mr. Wyden, and Mr. Bennet) introduced the
following bill; which was read twice and referred to the Committee on
the Judiciary
_______________________________________________________________________
A BILL
To reform the antitrust laws to better protect competition in the
American economy, to amend the Clayton Act to modify the standard for
an unlawful acquisition, to deter anticompetitive exclusionary conduct
that harms competition and consumers, to enhance the ability of the
Department of Justice and the Federal Trade Commission to enforce the
antitrust laws, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Competition and Antitrust Law
Enforcement Reform Act of 2025''.
SEC. 2. FINDINGS AND PURPOSES.
(a) Findings.--Congress finds that--
(1) competitive markets, in which multiple firms compete to
buy and sell products and services, are critical to ensuring
economic opportunity for all people in the United States and
providing resilience to the economy during unpredictable times;
(2) when companies compete, businesses offer the highest
quality and choice of goods and services for the lowest
possible prices to consumers and other businesses;
(3) competition fosters small business growth, reduces
economic inequality, and spurs innovation and job creation;
(4) competitive markets are crucial for the United States
global economic competitiveness and national security;
(5) in the United States economy today, the presence and
exercise of market power is substantial and growing;
(6) the presence and exercise of market power makes it more
difficult for people in the United States to start their own
businesses, depresses wages, and increases economic inequality,
with particularly damaging effects on historically
disadvantaged communities;
(7) market power and undue market concentration contribute
to the consolidation of political power, undermining the health
of democracy in the United States;
(8) the anticompetitive effects of monopoly power or buyer
market power include higher prices, lower quality, lessened
choice, reduced innovation, foreclosure of competitors, and
increased entry barriers;
(9) monopsony power or seller market power allows a firm to
force suppliers of goods or services to accept below market
prices or to force workers to accept below market wages,
resulting in lower quality products and services, reduced
opportunities for suppliers and workers, reduced availability
of products and services for consumers, reduced innovation,
foreclosure of competitors, and increased entry barriers;
(10) horizontal consolidation, vertical consolidation, and
conglomerate mergers all have the potential to increase market
power and cause anticompetitive harm;
(11) extensive consolidation is reducing competition and
threatens to place the American dream further out of reach for
many consumers in the United States;
(12) since 2008, firms in the United States have engaged in
over $10,000,000,000,000 in mergers and acquisitions;
(13) the acquisition of nascent or potential rivals by
dominant firms can present significant long-term threats to
competition and innovation and harm the global economic
competitiveness of the United States;
(14) the acquisition, by one of its competitors, of a
maverick firm that plays a disruptive role in the market, by
using an innovative business model or technology, offering
lower prices or new, different products or services, or by
other means that benefit consumers, often presents a threat to
competition;
(15) section 7 of the Clayton Act (15 U.S.C. 18) is the
primary line of defense against anticompetitive mergers;
(16) in recent years, some court decisions and enforcement
policies have limited the vitality of the Clayton Act to
prevent harmful consolidation by--
(A) discounting previously accepted presumptions
that certain acquisitions are anticompetitive;
(B) focusing inordinately on the effect of an
acquisition on price in the short term, to the
exclusion of other potential anticompetitive effects;
(C) underestimating the dangers that horizontal,
vertical, and conglomerate mergers will lower quality,
reduce choice, impede innovation, exclude competitors,
increase entry barriers, or create buyer power,
including monopsony power;
(D) failing to properly account for direct evidence
of competitive harm, including intent evidence; and
(E) requiring the government to prove harmful
effects of a proposed merger to a near certainty;
(17) anticompetitive exclusionary conduct constitutes a
particularly harmful exercise of market power and a substantial
threat to the United States economy;
(18) when dominant sellers exercise market power, they harm
buyers by overcharging them, reducing product or service
quality, limiting their choices, and impairing innovation;
(19) when dominant buyers exercise market power, they harm
suppliers by underpaying them, limiting their business
opportunities, and impairing innovation;
(20) when dominant employers exercise market power, they
harm workers by paying them low wages, reducing their benefits,
and limiting their future employment opportunities;
(21) nascent or potential rivals, even those that are
unprofitable or inefficient, are an important source of
competitive discipline for dominant firms;
(22) antitrust enforcement against anticompetitive
exclusionary conduct has been impeded when courts have declined
to rigorously examine the facts in favor of relying on
inaccurate economic assumptions that are inconsistent with
contemporary economic learning, such as presuming that market
power is not durable and can be expected to self-correct, that
monopolies can drive as much or more innovation than a
competitive market, that above-cost pricing cannot harm
competition, and other flawed assumptions;
(23) the courts of the United States have improperly
implied immunity from the antitrust laws based on Federal
regulatory statutes, even limiting the application of statutory
antitrust savings clauses passed by Congress;
(24) the civil remedies currently available to cure
violations of the Sherman Antitrust Act, including injunctions,
equitable monetary relief, and private damages, have not proven
sufficient, on their own, to deter anticompetitive conduct;
(25) in some cases, effective deterrence requires the
imposition of civil penalties, alone or in combination with
existing remedies, including structural relief, behavioral
relief, private damages, and equitable monetary relief,
including disgorgement and restitution; and
(26) Federal antitrust enforcement budgets have failed to
keep pace with the growth of the economy and increasing demands
on agency resources, significantly undermining the ability of
the Federal antitrust agencies to fulfill their law enforcement
missions and contributing to the rise of market power in the
American economy.
(b) Purposes.--The purposes of this Act are to--
(1) enhance competition throughout the American economy by
strengthening antitrust enforcement by the Department of
Justice, the Federal Trade Commission, the State enforcement
agencies, and private parties;
(2) revise the legal standard under section 7 of the
Clayton Act to better enable enforcers to arrest the likely
anticompetitive effects of harmful mergers in their incipiency,
as Congress intended, by clarifying that the potential effects
that may justify prohibiting a merger under the Clayton Act
include lower quality, reduced choice, reduced innovation, the
exclusion of competitors, or increased entry barriers, in
addition to increased price to buyers or reduced price to
sellers;
(3) amend the Clayton Act to clarify that an acquisition
that tends to create a monopsony violates the Clayton Act;
(4) establish simple, cost-effective decision rules that
require the parties to certain acquisitions that either
significantly increase concentration or are extremely large
bear the burden of establishing that the acquisition will not
materially harm competition;
(5) prohibit and deter exclusionary conduct that harms
competition, particularly by dominant firms;
(6) enable the Department of Justice and the Federal Trade
Commission to seek civil monetary penalties, in addition to
existing remedies, for violations of the Sherman Act;
(7) give the Department of Justice and the Federal Trade
Commission additional financial resources and enforcement tools
to craft remedies for individual violations that are effective
to deter future unlawful conduct and proportionate to the
gravity of the violation;
(8) provide further protections for those who provide
evidence of anticompetitive conduct to government enforcers and
potential financial rewards for whistleblowers who provide
information to the government that leads to a criminal fine;
and
(9) grant successful antitrust plaintiffs the right to
obtain prejudgment interest on damages awards to further deter
anticompetitive conduct and increase compensation to injured
parties.
SEC. 3. DEFINITION.
In this Act the term ``antitrust laws''--
(1) has the meaning given the term in the first section of
the Clayton Act (15 U.S.C. 12); and
(2) includes--
(A) section 5 of the Federal Trade Commission Act
(15 U.S.C. 45) to the extent that such section applies
to unfair methods of competition; and
(B) this Act and the amendments made by this Act.
SEC. 4. UNLAWFUL ACQUISITIONS.
(a) Market Power.--Subsection (a) of the first section of the
Clayton Act (15 U.S.C. 12) is amended by adding at the end the
following:
``The term `market power' in this Act means the ability of a
person, or a group of persons acting in concert, to profitably impose
terms or conditions on counterparties, including terms regarding price,
quantity, product or service quality, or other terms affecting the
value of consideration exchanged in the transaction, that are more
favorable to the person or group of persons imposing them than what the
person or group of persons could obtain in a competitive market.''.
(b) Unlawful Acquisitions.--Section 7 of the Clayton Act (15 U.S.C.
18) is amended--
(1) in the first and second undesignated paragraphs, by
striking ``substantially to lessen'' each place that term
appears and inserting ``to create an appreciable risk of
materially lessening'';
(2) by inserting ``or a monopsony'' after ``monopoly'' each
place that term appears; and
(3) by adding at the end the following:
``In a case brought by the United States, the Federal Trade
Commission, or a State attorney general, a court shall determine that
the effect of an acquisition described in this section may be to create
an appreciable risk of materially lessening competition or to tend to
create a monopoly or a monopsony, in or affecting commerce, if--
``(1) the acquisition would lead to a significant increase
in market concentration in any relevant market;
``(2) the acquisition would increase the ability and
incentive to engage in exclusionary conduct, as defined in
section 26A of the Clayton Act.
``(3)(A) the acquiring person has a market share of greater
than 50 percent or otherwise has significant market power, as a
seller or a buyer, in any relevant market, and as a result of
the acquisition, the acquiring person would obtain control over
entities or assets that compete or have a reasonable
probability of competing with the acquiring person in the same
relevant market; or
``(B) as a result of the acquisition, the acquiring person
would obtain control over entities or assets that have a market
share of greater than 50 percent or otherwise have significant
market power, as a seller or a buyer, in any relevant market,
and the acquiring person competes or has a reasonable
probability of competing with the entities or assets over which
it would obtain control, as a result of the acquisition, in the
same relevant market;
``(4) the acquisition would lead to the combination of
entities or assets that compete or have a reasonable
probability of competing in a relevant market, and either the
acquiring person or the entities or assets over which it would
obtain control prevents, limits, or disrupts coordinated
interaction among competitors in a relevant market or has a
reasonable probability of doing so;
``(5) the acquisition--
``(A) would likely enable the acquiring person to
unilaterally and profitably exercise market power or
materially increase its ability to do so; or
``(B) would materially increase the probability of
coordinated interaction among competitors in any
relevant market; or
``(6)(A) the acquisition is not a transaction that is
described in section 7A(c); and
``(B)(i) as a result of such acquisition, the acquiring
person would hold an aggregate total amount of the voting
securities and assets of the acquired person in excess of
$5,000,000,000 (as adjusted and published for each fiscal year
beginning after September 30, 2025, in the same manner as
provided in section 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, 2024;
or
``(ii)(I) the person acquiring or the person being acquired
has assets, net annual sales, or a market capitalization
greater than $100,000,000,000 (as so adjusted and published);
and
``(II) as a result of such acquisition, the acquiring
person would hold an aggregate total amount of the voting
securities and assets of the acquired person in excess of
$50,000,000 (as so adjusted and published),
unless the acquiring or acquired person establishes, by a
preponderance of the evidence, that the effect of the
acquisition will not be to create an appreciable risk of
materially lessening competition or will not tend to create a
monopoly or a monopsony. In this paragraph, the term
`materially' means more than a de minimis amount''.
SEC. 5. POST-PROCEEDING DATA.
Section 7A of the Clayton Act (15 U.S.C. 18a) is amended by adding
at the end the following:
``(l)(1) Each person who resolves a proceeding brought under the
antitrust laws by the Federal Trade Commission or United States by
entering into an agreement or by the final judgment in a Federal or
administrative court regarding an acquisition with respect to which
notification is required under this section shall, on an annual basis
during the 5-year period beginning on the date on which the agreement
is entered into, file with the Federal Trade Commission or the
Assistant Attorney General, as applicable, and the Competition
Advocate, information sufficient for the Federal Trade Commission or
the United States, as applicable, to assess the competitive impact of
the acquisition, including--
``(A) the pricing, availability, and quality of any product
or service, or inputs thereto, in any market, that was covered
by the agreement;
``(B) the source, and the resulting magnitude and extent,
of any cost-saving efficiencies or any benefits to consumers or
trading partners that were claimed as a benefit of the
acquisition and the extent to which any cost savings were
passed on to consumers or trading partners; and
``(C) the effectiveness of any divestitures or any
conditions placed on the acquisition in fully restoring
competition.
``(2) The requirement to provide the information described in
paragraph (1) shall be included in an agreement described in that
paragraph.
``(3) The Federal Trade Commission, with the concurrence of the
Assistant Attorney General, by rule in accordance with section 553 of
title 5, United States Code, and consistent with the purposes of this
section--
``(A) shall require that the information described in
paragraph (1) be in such form and contain such documentary
material and information relevant to an acquisition as is
necessary and appropriate to enable the Federal Trade
Commission and the Assistant Attorney General to assess the
competitive impact of the acquisition under paragraph (1); and
``(B) may--
``(i) define the terms used in this subsection;
``(ii) exempt, from the requirements of this
section, information not relevant in assessing the
competitive impact of the acquisition under paragraph
(1); and
``(iii) prescribe such other rules as may be
necessary and appropriate to carry out the purposes of
this section.''.
``(4) The chief executive officer, chief financial officer, general
counsel, or a corporate officer of similar authority shall certify,
under penalty of perjury, the accuracy of a report under this
subsection.''.
SEC. 6. FEDERAL TRADE COMMISSION STUDY.
(a) In General.--Not later than 2 years after the date of enactment
of this Act, the Federal Trade Commission, in consultation with the
Securities and Exchange Commission, shall conduct and publish a study,
pursuant to section 6(b) of the Federal Trade Commission Act, relying
on public data and information if available and sufficient, and
incorporating public comment on--
(1) the extent to which an institutional investor or
related institutional investors have ownership or control
interests in competitors in moderately concentrated or
concentrated markets;
(2) the impacts of such overlapping ownership or control on
competition; and
(3) the mechanisms by which an institutional investor could
affect competition among the companies in which it invests and
whether such mechanisms are prevalent.
(b) Exemption From Paperwork Reduction Act.--Chapter 35 of title
44, United States Code, shall not apply to the collection of
information under subsection (a).
SEC. 7. GAO STUDIES.
(a) In General.--Not later than 18 months after the date of
enactment of this Act, the Comptroller General of the United States
shall--
(1) conduct and publish a study to assess the success of
merger remedies required by the Department of Justice or the
Federal Trade Commission in consent decrees entered into during
the 8-year period ending on the date on which the study is
conducted, including the impact on maintaining competition, a
comparison of structural and conduct remedies, and the
viability of divested assets; and
(2) conduct a study on the impact of mergers and
acquisitions on wages, employment, innovation, and new business
formation.
(b) Update.--The Comptroller General of the United States shall--
(1) update the study under subsection (a)(1) every 4 years
after the date of enactment of this Act, as added by section 5
of this Act; and
(2) identify specific remedies or alleged merger benefits
that require additional information or research.
SEC. 8. OFFICE OF COMPETITION ADVOCATE.
(a) Definitions.--In this section--
(1) the term ``agency'' has the meaning given the term in
section 551 of title 5, United States Code;
(2) the term ``Chair'' means the Chair of the Commission;
(3) the term ``Commission'' means the Federal Trade
Commission;
(4) the term ``covered company'' means any company that
has, at any time, been required to make a filing under section
7A of the Clayton Act (15 U.S.C. 18a); and
(5) the term ``Office'' means the Office of the Competition
Advocate established under subsection (b).
(b) Establishment.--There is established within the Federal Trade
Commission the Office of the Competition Advocate.
(c) Competition Advocate.--
(1) In general.--The head of the Office shall be the
Competition Advocate, who shall--
(A) report directly to, and be under the
supervision of, the Chair, but the Chair shall not
prevent or prohibit the Competition Advocate from
initiating, carrying out, or completing any of its
duties under this section;
(B) be appointed by the Chair with the approval of
the Commission, including at least 1 Commissioner who
is not a member of the same political party as the
Chair, from among individuals having experience in
advocating for the promotion of competition; and
(C) serve a term of 7 years and shall not be
removable except upon a unanimous vote of the
Commission.
(2) Compensation.--The annual rate of pay for the
Competition Advocate shall be equal to the highest rate of
annual pay for other senior executives who report to the Chair
of the Commission.
(3) Limitation on service.--An individual who serves as the
Competition Advocate may not be employed by the Commission--
(A) during the 2-year period ending on the date of
appointment as Competition Advocate; and
(B) during the 5-year period beginning on the date
on which the person ceases to serve as the Competition
Advocate.
(d) Staff of Office.--The Commission shall allocate funds from the
Commission budget to the Office of the Competition Advocate sufficient
for the Competition Advocate to retain or employ such counsel, research
staff, and service staff necessary to carry out the functions, powers,
and duties of the Office.
(e) Duties and Powers.--The Competition Advocate shall--
(1) recommend processes or procedures that will allow the
Federal Trade Commission and the Antitrust Division of the
Department of Justice to improve the ability of each agency to
solicit reports from consumers, small businesses, and workers
about possible anticompetitive practices or adverse effects of
concentration;
(2) provide recommendations to other agencies about agency
actions that may have anticompetitive effects and the potential
harm to competition;
(3) provide recommendations to other agencies about agency
actions that may have procompetitive effects and the potential
benefit to competition;
(4) publish periodic reports on--
(A) the effects of remedies required by the
Department of Justice or the Federal Trade Commission
in consent decrees;
(B) the effects of law enforcement actions, whether
successful or not, including settlements, preliminary
injunctions, court-mandated remedies, or any other
remedy imposed by a court or agreed to by the
Department of Justice or Federal Trade Commission;
(C) the effects of a decision by the Department of
Justice or the Federal Trade Commission to allow any
merger or transaction to move forward without a consent
decree or bringing a law enforcement action;
(D) the effects of decisions and opinions issues by
State and Federal courts related to the antitrust laws
on competition and the future enforcement of the
antitrust laws; and
(E) the effects of other agency actions, including
rulemakings, on competition;
(5) provide recommendations to the Federal Trade Commission
and Department of Justice about the effectiveness of policy
statements, guidelines, or practices to improve the enforcement
of the antitrust laws;
(6) report any evidence the Competition Advocate obtains
that any person, partnership, or corporation has engaged in
transactions or conduct that may constitute of a violation of
the antitrust laws, or any settlement, agreement, or consent
decree related to a potential violation of the antitrust laws,
to the Commission, which may institute further investigation,
initiate enforcement proceedings, or refer such evidence to the
Attorney General;
(7) request such information or assistance as may be
necessary for carrying out the duties and powers described in
this subsection from any agency or unit thereof, including the
Commission. The head of any agency shall, insofar as is
practicable and not in contravention of any existing statutory
restriction or regulation of the agency from which the
information is requested, furnish to the Competition Advocate
such information or assistance;
(8) have discretion to decide whether to release the
recommendations of the Competition Advocate publicly;
(9) have access to all information and data collected and
retained by the Office of Market Analysis and Data; and
(10) submit all recommendations or reports to the Committee
on the Judiciary of the Senate and the Committee on the
Judiciary of the House of Representatives.
(f) Subpoena Authority.--
(1) In general.--The Competition Advocate may either accept
voluntary submissions of periodic and other reports from any
covered company, or compel the production of such a report by
subpoena for the purpose of carrying out its duties and powers
in subsection (e).
(2) Independent subpoena authority.--Upon a finding that a
covered company will not submit, or has not submitted, a
sufficient report voluntarily, the Competition Advocate may,
under its own independent authority, and notwithstanding any
jurisdictional limitations in the Federal Trade Commission Act
applicable to the Commission's investigative authority, compel
the submission of a periodic or other reports from any covered
company by issuing a subpoena.
(3) Enforcement.--The Competition Advocate shall have
independent authority to bring an action in any appropriate
Federal court to enforce any subpoena issued under this
subsection.
(4) Written finding.--Before issuing a subpoena to collect
the information described in paragraph (1), the Competition
Advocate shall make a written finding that--
(A) the data is required to carry out the functions
of the Competition Advocate; and
(B) the information is not available from a public
source, from the covered company on a voluntary basis,
or another agency.
(5) Mitigation of report burden.--Before requiring the
submission of a report from any covered company, the
Competition Advocate shall--
(A) coordinate with other agencies or authority;
and
(B) whenever possible, rely on information
available from such agencies or authority.
(6) Confidentiality.--Information reported to or otherwise
obtained by the Competition Advocate shall be subject to the
same confidentiality requirements and protection applicable to
information reported to or otherwise obtained by the
Commission.
SEC. 9. OFFICE OF MARKET ANALYSIS AND DATA.
(a) Establishment.--There is established, within the Federal Trade
Commission, an Office of Market Analysis and Data.
(b) Duties.--The Office of Market Analysis and Data shall, in
consultation with the Bureau of Economics, assist the Federal Trade
Commission in--
(1) collecting, validating, and maintaining data obtained
from agencies, as defined in section 551 of title 5, United
States Code, commercial data providers, publicly available data
sources, any covered company, and any data obtained by the
Commission pursuant to its authority under section 6(b) of the
Federal Trade Commission Act (15 U.S.C. 46(b)), for the purpose
of carrying out the functions in paragraphs (2) through (6);
(2) preparing and publishing, in a manner that is easily
accessible to the public--
(A) a concentration database;
(B) a merger enforcement database; and
(C) any other database that the Commission
determines is necessary to carry out the duties of the
Office;
(3) collecting and publishing data regarding concentration
levels across industries and the impact and degree of antitrust
enforcement;
(4) standardizing the types and formats of data reported
and collected, including standards for reporting financial
transaction and position data;
(5) publishing reports regarding competitive conditions and
dynamics affecting markets or industry sectors, in the United
States, local geographic markets, different demographic and
socioeconomic groups (including the effects that market
concentration, mergers and acquisitions, certain types of
agreements, and other forms of business conduct have on
competition), consumers, workers, innovation, the economic
competitiveness of the United States, economic resilience, and
national security; and
(6) publishing reports concerning the competitive effects
of acquisitions, which shall include recommendations concerning
appropriate enforcement action to remedy any anticompetitive
effects discovered, and may include assessments of--
(A) the conditions of the relevant markets affected
by the acquisition, over the period since the
acquisition was consummated, including, but not limited
to, the potential impact that the acquisition has had
on--
(i) the prices of goods or services,
including wages in any affected labor markets;
(ii) the output and quality of goods and
services;
(iii) the entry or exit of competitors;
(iv) innovation;
(v) consumer choice and product variety;
(vi) the opportunity of suppliers and
vendors to sell their products or services;
(vii) coordinated interaction between
competitors; and
(viii) subsequent mergers and acquisitions
activity;
(B) whether the acquiring person or its successors
in interest--
(i) complied with all obligations under any
agreement with the Federal Trade Commission,
the United States, or State law enforcement
authorities to resolve a proceeding brought
under the antitrust laws; and
(ii) achieved measurable, transaction-
specific efficiencies, which did not arise from
anticompetitive reductions of output, as a
result of the acquisition; and
(C) whether any agreements with the Federal Trade
Commission or the United States or remedies imposed by
a Federal court to resolve a proceeding brought under
the antitrust laws regarding the acquisition was
effective in mitigating the anticompetitive effects
from the acquisition.
(c) Information Security.--The Commission shall ensure that data
collected and maintained by the Office of Market Analysis and Data is
kept secure and protected against unauthorized disclosure.
(d) Regulations.--The Commission may, under section 553 of title 5,
United States Code, promulgate regulations relating to the collection
and standardizing of data under subsection (b).
SEC. 10. EXCLUSIONARY CONDUCT.
(a) In General.--The Clayton Act (15 U.S.C. 12 et seq.) is amended
by inserting after section 26 (15 U.S.C. 26a) the following:
``SEC. 26A. EXCLUSIONARY CONDUCT.
``(a) Definitions.--In this section:
``(1) Exclusionary conduct.--
``(A) In general.--The term `exclusionary conduct'
means conduct that--
``(i) materially disadvantages 1 or more
actual or potential competitors; or
``(ii) tends to foreclose or limit the
ability or incentive of 1 or more actual or
potential competitors to compete.
``(B) Limitations.--
``(i) In general.--Applying for or
enforcing a patent, trademark, or copyright,
unless such applications or enforcement actions
are baseless or made in bad faith or in
violation of a legal obligation, shall not
alone constitute exclusionary conduct, but such
actions may be considered as part of a course
of conduct that constitutes exclusionary
conduct.
``(ii) Conduct.--Conduct that is necessary
to comply with Federal or State law shall not
alone constitute exclusionary conduct, but such
actions may be considered as part of a course
of conduct that constitutes exclusionary
conduct.
``(2) Market power.--The term `market power' means the
ability of a person, or a group of persons acting in concert,
to profitably impose terms or conditions on counterparties,
including terms regarding price, quantity, product or service
quality, or other terms affecting the value of consideration
exchanged in the transaction, that are more favorable to the
person or group of persons imposing them than what the person
or group of persons could obtain in a competitive market.
``(b) Violation.--
``(1) In general.--It shall be unlawful for a person,
acting alone or in concert with other persons, to engage in
exclusionary conduct that presents an appreciable risk of
harming competition.
``(2) Unfair method of competition.--A violation of
paragraph (1) shall also constitute an unfair method of
competition under section 5 of the Federal Trade Commission Act
(15 U.S.C. 45).
``(c) Presumption.--
``(1) In general.--Except as provided in paragraph (2),
exclusionary conduct shall be presumed to present an
appreciable risk of harming competition and shall be a
violation of subsection (b)(1) if the exclusionary conduct is
undertaken, with respect to a relevant market, by a person or
by a group of more than 1 person acting in concert that--
``(A) has a market share of greater than 50 percent
as a seller or a buyer in the relevant market; or
``(B) otherwise has significant market power in the
relevant market.
``(2) Exception.--Paragraph (1) shall not apply if the
defendant establishes, by a preponderance of the evidence,
that--
``(A) distinct procompetitive benefits of the
exclusionary conduct in the relevant market eliminate
the risk of harming competition presented by the
exclusionary conduct;
``(B) 1 or more persons, not including any person
participating in or facilitating the exclusionary
conduct, have entered or expanded their presence in the
market with the effect of eliminating the risk of
harming competition posed by the exclusionary conduct;
or
``(C) the exclusionary conduct does not present an
appreciable risk of harming competition.
``(d) Considerations.--If the presumption in subsection (c) does
not apply, the determination of whether exclusionary conduct presents
an appreciable risk of harming competition shall be based on the
totality of the circumstances, which may include consideration of--
``(1) the extent to which any distinct procompetitive
benefits of the exclusionary conduct substantially eliminate
the risk of harming competition presented by the exclusionary
conduct; and
``(2) whether 1 or more persons, not including any person
participating in or facilitating the exclusionary conduct, have
entered or expanded their presence in the market, substantially
eliminating the risk of harming competition presented by the
exclusionary conduct.
``(e) Limitations.--Although the following circumstances may
constitute evidence of a violation of subsection (b)(1), such violation
does not require finding--
``(1) that the unilateral conduct of the defendant altered
or terminated a prior course of dealing between the defendant
and a person subject to the exclusionary conduct;
``(2) that the defendant treated persons subject to the
exclusionary conduct differently than the defendant treated
other persons;
``(3) that any price of the defendant for a product or
service was below any measure of the costs to the defendant of
providing the product or service;
``(4) that a defendant with significant market power in a
relevant market has recouped or is likely to recoup the losses
it incurred or incurs from below-cost pricing for products or
services in the relevant market;
``(5) that the conduct of the defendant makes no economic
sense apart from its tendency to harm competition;
``(6) that the risk of harming competition presented by the
conduct of the defendant or any resulting actual harm to
competition have been quantified or proven with quantitative
evidence; or
``(7) that when a defendant operates a multi-sided platform
business, the conduct of the defendant presents an appreciable
risk of harming competition on more than 1 side of the multi-
sided platform.
``(f) Civil Penalties.--Any person who violates subsection (b)(1)
shall be liable to the United States for a civil penalty, which may be
recovered in a civil action brought by the Attorney General of the
United States, of not more than the greater of--
``(1) 15 percent of the total United States revenues of the
person for the previous calendar year; or
``(2) 30 percent of the United States revenues of the
person in any line of commerce affected or targeted by the
unlawful conduct during the period of the unlawful conduct.''.
(b) Federal Trade Commission Authority.--
(1) In general.--The Clayton Act (15 U.S.C. 12 et seq.) is
amended by inserting after section 26A, as added by subsection
(a), the following:
``SEC. 26B. CIVIL PENALTIES.
``(a) Civil Penalty for Violation of Section 26A of the Clayton
Act.--The Commission may commence a civil action in a district court of
the United States against any person, partnership, or corporation who
violates section 26A(b)(1) to recover a civil penalty, which shall
accrue to the United States, in an amount not more than the greater
of--
``(1) 15 percent of the total United States revenues of the
person, partnership, or corporation for the previous calendar
year; or
``(2) 30 percent of the United States revenues of the
person, partnership, or corporation in any line of commerce
affected or targeted by the unlawful conduct during the period
of the unlawful conduct.
``(b) Commission Litigation Authority.--Except as otherwise
provided in section 16(a)(3) of the Federal Trade Commission Act (15
U.S.C. 56(a)(3)), the Commission shall have exclusive authority to
commence or defend, and supervise the litigation of, any civil action
authorized under section 26A and any appeal of such action in its own
name by any of its attorneys designated by it for such purpose, unless
the Commission authorizes the Attorney General to do so. The Commission
shall inform the Attorney General of the exercise of such authority,
and such exercise shall not preclude the Attorney General from
intervening on behalf of the United States in such action and any
appeal of such action as may be otherwise provided by law.''.
(c) Enforcement Guidelines.--
(1) In general.--Not later than 1 year after the date of
enactment of this Act, the Attorney General and the Federal
Trade Commission shall issue joint guidelines outlining
policies, practices, and analytical techniques relating to
agency enforcement under section 26A of the Clayton Act, as
added by subsection (a) of this section, with the goal of
promoting transparency and deterring violations of such section
26A.
(2) Updates.--The Attorney General and the Federal Trade
Commission shall update the joint guidelines issued under
subsection (a), as needed to reflect current agency policies
and practices, but not less frequently than once every 5 years
beginning on the date of enactment of this Act.
(3) Public notice and comment.--
(A) Guidelines.--Before issuing guidelines under
paragraph (1) or (2), the Attorney General and the
Federal Trade Commission shall publish proposed
guidelines in draft form and provide public notice and
opportunity for comment for not less than 60 days after
the date on which the guidelines are published.
(B) Inapplicability of rulemaking provisions.--The
provisions of section 553 of title 5, United States
Code, shall not apply to the guidelines issued under
this section.
SEC. 11. PENALTIES FOR SHERMAN ACT VIOLATIONS.
(a) Civil Penalty Amendments.--
(1) Section 1 of the sherman act.--Section 1 of the Sherman
Antitrust Act (15 U.S.C. 1) is amended--
(A) by striking ``Every'' and inserting ``(a)
Every''; and
(B) by adding at the end the following:
``(b)(1) Every person who violates this section shall be liable to
the United States for a civil or criminal penalty of not more than the
greater of--
``(A) 15 percent of the total United States revenues of the
person for the previous calendar year; or
``(B) 30 percent of the United States revenues of the
person in any part of the trade or commerce related to or
targeted by the unlawful conduct under this section during the
period of the unlawful conduct.
``(2) A penalty under this section may be recovered in a civil or
criminal action brought by the United States.''.
(2) Section 2 of the sherman act.--Section 2 of the Sherman
Antitrust Act (15 U.S.C. 2) is amended--
(A) by striking ``Every'' and inserting ``(a)
Every''; and
(B) by adding at the end the following
``(b)(1) Every person who violates this section shall be liable to
the United States for a civil penalty of not more than the greater of--
``(A) 15 percent of the total United States revenues of the
person for the previous calendar year; or
``(B) 30 percent of the United States revenues of the
person in any part of the trade or commerce related to or
targeted by the unlawful conduct under this section during the
period of the unlawful conduct.
``(2) A civil penalty under this section may be recovered in a
civil action brought by the United States.''.
(3) Section 5 of the federal trade commission act.--Section
5 of the Federal Trade Commission Act (15 U.S.C. 45) is amended
by adding at the end the following:
``(o)(1) The Commission may commence a civil action in a district
court of the United States against any person, partnership, or
corporation for a violation of subsection (a)(1) respecting an unfair
method of competition that constitutes a violation of sections 1 or 2
of the Sherman Act (15 U.S.C. 1, 2) and to recover a civil penalty for
such violation.
``(2) In an action under paragraph (1), any person, partnership, or
corporation found to have violated subsection (a)(1) respecting an
unfair method of competition that constitutes a violation of section 1
or 2 of the Sherman Act (15 U.S.C. 1, 2) shall be liable for a civil
penalty of not more than the greater of--
``(A) 15 percent of the total United States revenues of the
person, partnership, or corporation for the previous calendar
year; or
``(B) 30 percent of the United States revenues of the
person, partnership, or corporation in any line of commerce
related to or targeted by the unlawful conduct described in
paragraph (1) during the period of the unlawful conduct.''.
(4) Section 16 of the federal trade commission act.--
Section 16(a)(2) of the Federal Trade Commission Act (15 U.S.C.
56(a)(2)) is amended--
(A) in subparagraph (D), by striking ``or'' at the
end;
(B) in subparagraph (E)--
(i) by moving the margins 2 ems to the
left; and
(ii) by striking the semicolon and
inserting ``; or''; and
(C) by inserting after subparagraph (E) the
following:
``(F) to recover civil penalties under section 5(o);''.
(b) Rule of Construction.--The civil penalties provided in
subsection (b) of section 1 of the Sherman Act (15 U.S.C. 1),
subsection (b) of section 2 of the Sherman Act (15 U.S.C. 2), and
subsection (o) of section 5 of the Federal Trade Commission Act (15
U.S.C. 45), as added by subsection (a) of this section, are in addition
to, and not in lieu of, any other remedy provided by Federal law,
including under--
(1) section 4 or 16 of the Clayton Act (15 U.S.C. 15, 26);
or
(2) section 13(b) of the Federal Trade Commission Act (15
U.S.C. 53(b)).
SEC. 12. JOINT CIVIL PENALTY GUIDELINES.
(a) In General.--Not later than 1 year after the date of enactment
of this Act, the Attorney General and the Federal Trade Commission
shall issue joint guidelines reflecting agency policies for determining
the appropriate amount of a civil penalty to be sought under sections
1(b) and 2(b) of the Sherman Act (15 U.S.C. 1, 2), section 26A(f) of
the Clayton Act, as added by section 10(a) of this Act, and section
5(o) of the Federal Trade Commission Act (15 U.S.C. 45), as added by
section 11(a) of this Act, with the goal of promoting transparency and
seeking remedies for individual violations that are effective in
deterring future unlawful conduct and proportionate to the gravity of
the violation.
(b) Considerations.--In determining civil penalty amounts under
sections 1(b) and 2(b) of the Sherman Act (15 U.S.C. 1, 2), section
26A(f) of the Clayton Act, as added by section 10(a) of this Act, and
section 5(o) of the Federal Trade Commission Act (15 U.S.C. 45), as
added by section 11(a) of this Act, a district court of the United
States shall consider--
(1) the volume of commerce affected;
(2) the duration and severity of the unlawful conduct;
(3) the intent of the person undertaking the unlawful
conduct;
(4) the extent to which the unlawful conduct was egregious
or a clear violation of the law;
(5) whether the civil penalty is to be applied in
combination with other remedies, including--
(A) structural remedies, behavioral conditions, or
equitable disgorgement; or
(B) other remedies available under section 4, 4A,
15, or 16 of the Clayton Act (15 U.S.C. 15, 15a, 25,
26) or section 13(b) of the Federal Trade Commission
Act (15 U.S.C. 53(b));
(6) whether the person has previously engaged in the same
or similar anticompetitive conduct;
(7) the extent to which the penalty will act to deter
future violations of the antitrust laws; and
(8) whether the person undertook the conduct in violation
of a preexisting consent decree or court order.
(c) Updates.--The Attorney General and the Federal Trade Commission
shall update the joint guidelines issued under subsection (a), as
needed to reflect current agency policies and practices, but not less
frequently than once every 5 years beginning on the date of enactment
of this Act.
(d) Public Notice and Comment.--
(1) Guidelines.--Before issuing guidelines under subsection
(a) or subsection (c), the Attorney General and the Federal
Trade Commission shall publish proposed guidelines in draft
form and provide public notice and opportunity for comment for
not less than 60 days after the date on which the guidelines
are published.
(2) Inapplicability of rulemaking provisions.--The
provisions of section 553 of title 5, United States Code, shall
not apply to the guidelines issued under this section.
SEC. 13. MARKET DEFINITION.
(a) In General.--Establishing liability under the antitrust laws
does not require the definition of a relevant market, except when the
definition of a relevant market is required, to establish a presumption
or to resolve a claim, under a statutory provision that explicitly
references the terms ``relevant market'', ``market concentration'', or
``market share''. Statutory references to the term ``line of commerce''
shall not constitute an exception to the foregoing rule that
establishing liability under the antitrust laws does not require the
definition of a relevant market.
(b) Direct Evidence.--If direct evidence in the record is
sufficient to prove actual or likely harm to competition, an
appreciable risk to competition sufficient to satisfy the applicable
statutory standard, or that the effect of an acquisition subject to
section 7 of the Clayton Act (15 U.S.C. 18) may be to create an
appreciable risk of materially lessening competition or to tend to
create a monopoly or a monopsony, neither a court nor the Federal Trade
Commission shall require definition of a relevant market in order to
evaluate the evidence, to find liability, or to find that a claim has
been stated under the antitrust laws.
(c) Rule of Construction.--Nothing in this section may be construed
to prevent a court or the Federal Trade Commission from considering
evidence relating to the definition of proposed relevant markets to
evaluate the merits of a claim under the antitrust laws.
SEC. 14. LIMITATIONS ON IMPLIED IMMUNITY FROM THE ANTITRUST LAWS.
(a) In General.--In any action or proceeding to enforce the
antitrust laws with respect to conduct that is regulated under Federal
statute, no court or adjudicatory body may find that the Federal
statute, or any rule or regulation promulgated in accordance with the
Federal statute, implicitly precludes application of the antitrust laws
to the conduct unless--
(1) a Federal agency or department actively regulates the
conduct under the Federal statute;
(2) the Federal statute does not include any provision
preserving the rights, claims, or remedies under the applicable
antitrust laws or under any area of law that includes the
antitrust laws; and
(3) Federal agency or department rules or regulations,
adopted by rulemaking or adjudication, explicitly require or
authorize the defendant to undertake the conduct.
(b) Existing Federal Regulation.--In any action or proceeding
described in subsection (a), the antitrust laws shall be applied fully
and without qualification or limitation, and the scope of the antitrust
laws shall not be defined more narrowly on account of the existence of
Federal rules, regulations, or regulatory agencies or departments,
unless application of the antitrust laws is precluded or limited by--
(1) an explicit exemption from the antitrust laws under a
Federal statute; or
(2) an implied immunity that satisfies the requirements
under subsection (a).
SEC. 15. WHISTLEBLOWER PROTECTIONS.
(a) Protections for Civil Whistleblowers.--The Clayton Act (15
U.S.C. 12 et seq.) is amended by inserting after section 27 (15 U.S.C.
26b) the following:
``SEC. 27A. ANTI-RETALIATION PROTECTION FOR CIVIL WHISTLEBLOWERS.
``(a) Whistleblower Protections for Employees, Contractors,
Subcontractors, and Agents.--
``(1) In general.--No employer may discharge, demote,
suspend, threaten, harass, or in any other manner discriminate
against a covered individual in the terms and conditions of
employment of the covered individual because of any lawful act
done by the covered individual--
``(A) to provide or cause to be provided to the
Federal Government or a person with supervisory
authority over the covered individual (or such other
person working for the employer who has the authority
to investigate, discover, or terminate misconduct)
information relating to any violation of, or any act or
omission the covered individual reasonably believes to
be a violation of, the applicable antitrust laws; or
``(B) to cause to be filed, testify in, participate
in, or otherwise assist a Federal Government
investigation or a Federal Government proceeding filed
or about to be filed (with any knowledge of the
employer) relating to any violation of, or any act or
omission the covered individual reasonably believes to
be a violation of, the applicable antitrust laws.
``(2) Limitation on protections.--Paragraph (1) shall not
apply to any covered individual if--
``(A) the covered individual planned and initiated
a violation or attempted violation of the applicable
antitrust laws;
``(B) the covered individual planned and initiated
a violation or attempted violation of a criminal law in
conjunction with a violation or attempted violation of
the applicable antitrust laws; or
``(C) the covered individual planned and initiated
an obstruction or attempted obstruction of an
investigation by the Federal Government of a violation
of the applicable antitrust laws.
``(3) Definitions.--In this section:
``(A) Applicable antitrust laws.--The term
`applicable antitrust laws' means section 1, 2, or 3 of
the Sherman Act (15 U.S.C. 1, 2, and 3) or section 5 of
the Federal Trade Commission Act (15 U.S.C. 45) to the
extent that such section applies to unfair methods of
competition.
``(B) Covered individual.--The term `covered
individual' means an employee, contractor,
subcontractor, or agent of an employer.
``(C) Employer.--The term `employer' means a
person, or any officer, employee, contractor,
subcontractor, or agent of such person.
``(D) Federal government.--The term `Federal
Government' means--
``(i) a Federal regulatory or law
enforcement agency; or
``(ii) any Member of Congress or committee
of Congress.
``(E) Person.--The term `person' has the same
meaning as in subsection (a) of the first section of
the Clayton Act (15 U.S.C. 12(a)).
``(b) Enforcement Action.--
``(1) In general.--A covered individual who alleges
discharge or other discrimination by any employer in violation
of subsection (a) may seek relief under subsection (c) by--
``(A) filing a complaint with the Secretary of
Labor; or
``(B) if the Secretary of Labor has not issued a
final decision within 180 days of the filing of the
complaint and there is no showing that such delay is
due to the bad faith of the claimant, bringing an
action at law or equity for de novo review in the
appropriate district court of the United States, which
shall have jurisdiction over such an action without
regard to the amount in controversy.
``(2) Procedure.--
``(A) In general.--A complaint filed with the
Secretary of Labor under paragraph (1)(A) shall be
governed under the rules and procedures set forth in
section 42121(b) of title 49, United States Code.
``(B) Exception.--Notification made under section
42121(b)(1) of title 49, United States Code, shall be
made to any individual named in the complaint and to
the employer.
``(C) Burdens of proof.--An action brought under
paragraph (1)(B) shall be governed by the legal burdens
of proof set forth in section 42121(b) of title 49,
United States Code.
``(D) Statute of limitations.--A complaint under
paragraph (1)(A) shall be filed with the Secretary of
Labor not later than 180 days after the date on which
the violation of this section occurs.
``(E) Civil actions to enforce.--If a person fails
to comply with an order or preliminary order issued by
the Secretary of Labor pursuant to the procedures set
forth in section 42121(b) of title 49, United States
Code, the Secretary of Labor or the person on whose
behalf the order was issued may bring a civil action to
enforce the order in the district court of the United
States for the judicial district in which the violation
occurred.
``(c) Remedies.--
``(1) In general.--A covered individual prevailing in any
action under subsection (b)(1) shall be entitled to all relief
necessary to make the covered individual whole.
``(2) Compensatory damages.--Relief for any action under
paragraph (1) shall include--
``(A) reinstatement with the same seniority status
that the covered individual would have had, but for the
discrimination;
``(B) the amount of back pay, with interest; and
``(C) compensation for any special damages
sustained as a result of the discrimination including
litigation costs, expert witness fees, and reasonable
attorney's fees.
``(d) Rights Retained by Whistleblowers.--Nothing in this section
shall be deemed to diminish the rights, privileges, or remedies of any
covered individual under any Federal or State law, or under any
collective bargaining agreement.''.
(b) Whistleblower Reward.--The Antitrust Criminal Penalty
Enhancement and Reform Act of 2004 (15 U.S.C. 1 note) is amended by
inserting after section 216 (15 U.S.C. 7a-3) the following:
``SEC. 217. CRIMINAL ANTITRUST WHISTLEBLOWER INCENTIVES.
``(a) Definitions.--In this section the following definitions shall
apply:
``(1) Antitrust laws.--The term `antitrust laws' means
section 1 or 3 of the Sherman Act (15 U.S.C. 1 and 3).
``(2) Collected proceeds.--The term `collected proceeds'
means any sanctions, fines, penalties, or awards obtained in
any covered enforcement action, whether by judgment,
settlement, or a deferred prosecution agreement.
``(3) Covered enforcement action.--The term `covered
enforcement action' means any criminal action brought by the
Attorney General under the antitrust laws that results in
collected proceeds exceeding $1,000,000.
``(4) Original information.--The term `original
information' means information that--
``(A) is derived from the personal knowledge of a
whistleblower;
``(B) is not known to the Attorney General or the
Department of Justice from any other source, unless the
whistleblower is the original source of the
information;
``(C) is not exclusively derived from an allegation
made in a judicial or administrative hearing, in a
governmental report, hearing, audit, or investigation,
or from the news media, unless the whistleblower is a
source of the information; and
``(D) is not already required to be disclosed to
the Department of Justice or another Federal agency.
``(5) Related action.--The term `related action', when used
with respect to any covered enforcement action brought by the
Attorney General, means any criminal action brought by another
United States entity that is based upon the original
information provided by a whistleblower that led to the
successful enforcement action by the Attorney General.
``(6) Whistleblower.--The term `whistleblower' means any
individual who provides, information relating to a violation of
the antitrust laws to the Department of Justice, in a manner
established by the Department of Justice.
``(b) Awards.--
``(1) In general.--In a covered enforcement action, or
related action, the Attorney General, subject to subsection
(c), may pay an award or awards to a whistleblower who
voluntarily provided original information to the Department of
Justice that led to the successful enforcement of the covered
enforcement action, or related action, in an amount not less
than 10 percent and not more than 30 percent, in total, of what
has been collected of the criminal fine imposed in the covered
enforcement action or related action under the antitrust laws;
``(2) Payment.--Any amount paid under paragraph (1) shall
be paid from the criminal fine collected in the covered
enforcement action.
``(c) Determination of Amount of Award; Denial of Award.--
``(1) Determination of amount of award.--
``(A) Discretion.--The determination of the amount
of an award made under subsection (b) shall be at the
discretion of the Attorney General.
``(B) Criteria.--In determining the amount of an
award made under subsection (b), the Attorney General
shall take into consideration--
``(i) the significance of the information
provided by the whistleblower to the success of
the covered enforcement action;
``(ii) the degree of assistance and
cooperation provided by the whistleblower in a
covered enforcement action;
``(iii) the interest of the Department of
Justice in deterring criminal violations of the
antitrust laws by making awards to
whistleblowers who provide information that
lead to the successful covered enforcement
actions; and
``(iv) such additional relevant factors as
the Attorney General may establish.
``(2) Denial of award.--No award under subsection (b) shall
be made--
``(A) to any whistleblower who is, or was at the
time the whistleblower acquired the original
information submitted to the Commission, a member,
officer, or employee of--
``(i) any branch, agency, or
instrumentality of the Federal Government; or
``(ii) any law enforcement organization;
``(B) to any whistleblower who is convicted of a
criminal violation related to the covered enforcement
action for which the whistleblower otherwise could
receive an award under this section;
``(C) to any whistleblower who was an originator or
leader of or who coerced any other party to participate
in the activity giving rise to liability under the
antitrust laws in the covered enforcement action for
which the whistleblower otherwise could receive an
award under this section;
``(D) to any whistleblower who fails to respond
provide timely, truthful, continuing, and complete
cooperation to the Department of Justice relating to
the original information or intentionally withholds
information relating to the original information;
``(E) to any whistleblower who commits,
participates in, or attempts to commit or participate
in any crimes after disclosing the original information
to the Department of Justice;
``(F) to any whistleblower who fails to submit
information to the Department of Justice in such form
as the Department may require, or failed to report
relevant information to the Department known to the
whistleblower when the whistleblower first reported the
information to the Department;
``(G) to any whistleblower who fails to submit
information to the Department of Justice in such form
as the Department may require as prescribed by
regulation;
``(H) to any whistleblower who planned and
initiated an obstruction or attempted obstruction of an
investigation by the Department of Justice of a
violation of the antitrust laws; or
``(I) to any whistleblower who engages in conduct
that would disqualify the whistleblower if the
whistleblower were a leniency applicant under the
Leniency Program of the Antitrust Division.
``(d) Representation.--Any whistleblower who makes a claim for an
award under subsection (b) may be represented by counsel.
``(e) Appeals.--Any determination made under this section,
including whether, to whom, or in what amount to make awards, shall be
in the discretion of the Attorney General. Any such determination,
except the determination of the amount of an award if the award was
made in accordance with subsection (b), may be appealed to the
appropriate court of appeals of the United States not more than 30 days
after the determination is issued by the Attorney General. The court
shall review the determination made by the Attorney General in
accordance with section 706 of title 5, United States Code.''.
SEC. 16. PREJUDGMENT INTEREST.
Section 4 of the Clayton Act (15 U.S.C. 15) is amended by striking
subsection (a) and inserting the following:
``(a) Except as provided in subsection (b), any person who shall be
injured in his business or property by reason of anything forbidden in
the antitrust laws may sue therefor in any district court of the United
States in the district in which the defendant resides or is found or
has an agent, without respect to the amount in controversy, and shall
recover threefold the damages by him sustained, the cost of suit,
including a reasonable attorney's fee, and simple interest on threefold
the damages by him sustained for the period beginning on the date of
service of such person's pleading setting forth a claim under the
antitrust laws and ending on the date of judgment.''.
SEC. 17. NO FORCED ARBITRATION FOR ANTITRUST DISPUTES.
(a) In General.--Title 9, United States Code, is amended by adding
at the end the following:
``CHAPTER 5--ARBITRATION ANTITRUST DISPUTES
``Sec. 501. Definitions
``In this chapter--
``(1) the term `antitrust dispute' means a dispute--
``(A) arising from an alleged violation of the
antitrust laws (as defined in subsection (a) of the
first section of the Clayton Act (15 U.S.C. 12(a)) or
State antitrust laws; and
``(B) in which the plaintiffs seek certification as
a class under rule 23 of the Federal Rules of Civil
Procedure or a comparable rule or provision of State
law;
``(2) the term `predispute arbitration agreement' means an
agreement to arbitrate a dispute that has not yet arisen at the
time of the making of the agreement; and
``(3) the term `predispute joint-action waiver' means an
agreement, whether or not part of a predispute arbitration
agreement, that would prohibit, or waive the right of, one of
the parties to the agreement to participate in a joint, class,
or collective action in a judicial, arbitral, administrative,
or other forum, concerning a dispute that has not yet arisen at
the time of the making of the agreement.
``Sec. 502. No validity or enforceability
``(a) In General.--Notwithstanding any other provision of this
title, no predispute arbitration agreement or predispute joint-action
waiver shall be valid or enforceable with respect to an antitrust
dispute.
``(b) Applicability.--An issue as to whether this chapter applies
with respect to a dispute shall be determined under Federal law. The
applicability of this chapter to an agreement to arbitrate and the
validity and enforceability of an agreement to which this chapter
applies shall be determined by a court, rather than an arbitrator,
irrespective of whether the party resisting arbitration challenges the
arbitration agreement specifically or in conjunction with other terms
of the contract containing such agreement, and irrespective of whether
the agreement purports to delegate such determinations to an
arbitrator.''.
(b) Technical and Conforming Amendments.--
(1) In general.--Title 9 of the United States Code is
amended--
(A) in section 2, by inserting ``or 5'' before the
period at the end;
(B) in section 208, by inserting ``or 5'' before
the period at the end; and
(C) in section 307, by inserting ``or 5'' before
the period at the end.
(2) Table of chapters.--The table of chapters for title 9,
United States Code, is amended by adding at the end the
following:
``5. Arbitration of antitrust disputes...................... 501''.
SEC. 18. ADDITIONAL REMEDIES; RULES OF CONSTRUCTION.
(a) Additional Remedies.--The rights and remedies provided under
this Act are in addition to, not in lieu of, any other rights and
remedies provided by Federal law, including under section 4, 4A, 15, or
16 of the Clayton Act (15 U.S.C. 15, 15a, 25, 26) or section 13(b) of
the Federal Trade Commission Act (15 U.S.C. 53(b)).
(b) Rules of Construction.--Nothing in this Act may be construed
to--
(1) impair or limit the applicability of any of the
antitrust laws; and
(2) prohibit any other remedy provided by Federal law.
SEC. 19. AUTHORIZATION OF APPROPRIATIONS.
(a) Fiscal Year 2025.--There is authorized to be appropriated for
fiscal year 2025--
(1) $535,000,000 for the Antitrust Division of the
Department of Justice; and
(2) $725,000,000 for the Federal Trade Commission.
(b) Subsequent Years.--Beginning in fiscal year 2026, and each
fiscal year thereafter, all premerger notification filing fees
collected pursuant to section 7A of the Clayton Act (15 U.S.C. 18a)
shall--
(1) be retained and used for expenses necessary for the
enforcement of the antitrust and kindred laws by the Antitrust
Division of the Department of Justice and the Federal Trade
Commission, to remain available until expended; and
(2) shall be treated as direct spending described in
section 250(c)(8)(A) of the Balanced Budget and Emergency
Deficit Control Act of 1985 (2 U.S.C. 900(c)(8)(A)).
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