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Bill
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H.R. 5645 — what changed

Standard Merger and Acquisition Reviews Through Equal Rules Act of 2018

From Introduced in House to Engrossed in House. 2 sections amended between Introduced in House and Engrossed in House.

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 following:

“4F. Actions by Attorney General of the United States or the Federal Trade Commission

changed “(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, 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 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)
changed in subsection (a) by inserting “(including “or a proceeding brought by the Federal Trade Commission with respect to a violation of under section 7)” 15” after “United States under the antitrust laws”; and
(B)
changed in subsection (i) by inserting “(including “or a proceeding instituted by the Federal Trade Commission with respect to a violation of under section 7)” 15” after “antitrust laws”;
(3)
changed in section 11, by adding at the end Section 11 of the following:Clayton Act (15 U.S.C. 21) is amended—
(A)
added in subsection (b) by striking “Whenever” and inserting “Except as provided in subsection (m), whenever”; and
(B)
added by adding at the end the following:

added “(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 of a proposed merger, acquisition, joint venture, or similar transaction that is subject to section 7, unless the complaint 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 injunctive 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 Commission and a party to the transaction settling the alleged violations.”

removed “(m)

removed “(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.

removed “(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)
changed in section 13, by inserting “(including “or a suit, action, or proceeding brought by the Federal Trade Commission with respect to a violation of under section 7)” 15” before “subpoenas”; and
(5)
changed in section 15, by inserting “and the duty of the Federal Trade Commission with respect to a violation the consummation of a proposed merger, acquisition, joint venture, or similar transaction that is subject to section 7,” 7 and not yet consummated,” after “General,”.“General” .

Sec. 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)
changed in section 20(c)(1), by inserting “or under section 7 of the Clayton Act (15 U.S.C. 18), where applicable,” after “Act,”.16(a)(2)—
(A)
added in subparagraph (D) by striking “or” at the end;
(B)
added in subparagraph (E) by adding “or” at the end; and
(C)
added by adding at the end the following:

added “(F) under section 15 of the Clayton Act (15 U.S.C. 25);”