Section 1 Short title
This Act may be cited as the “Let Kids Play Act”.
Let Kids Play Act
A BILL
To prohibit vulture investors from investing in youth sports, and for other purposes.
Sec. 2 Definitions
In this Act:
Acquired entity— The term acquired entity means any company or organization in which a covered firm, directly or indirectly, holds an ownership interest, maintains a management or operational control agreement, or exercises control.
Affiliate— The term affiliate means an entity that controls, is controlled by, or is under common control with another entity.
Assistant Attorney General— The term Assistant Attorney General means the Assistant Attorney General for the Antitrust Division of the United States Department of Justice.
Capital distribution— The term capital distribution means—
a cash or share dividend;
a share repurchase;
a share redemption; or
a share buyback.
Commission— The term Commission means the Federal Trade Commission.
Company— The term company has the meaning given the term in section 2 of the Investment Company Act of 1940 (15 U.S.C. 80a–2).
Control— The term control has the meaning given the term in section 2 of the Investment Company Act of 1940 (15 U.S.C. 80a–2).
Covered firm— The term covered firm means—
a private equity fund; or
a company that is owned or controlled by a private equity fund.
Invest— The term invest means to own, operate, control, manage, or otherwise direct the operation of the whole or any part of an entity or facility, including by entering into a management agreement or operational control agreement with an entity or facility.
Operational control agreement— The term operational control agreement means any formal or informal contract, agreement, or understanding, whether written or oral (including a limited partnership agreement, side letter, or any agreement between or among investors) through which a covered firm obtains the authority to influence or determine key operational decisions of a youth sports facility, or where such authority is contractually delegated to the private equity fund by other investors or parties, including decisions relating to—
staffing and personnel;
scheduling and programming;
budgeting and financial management;
use and maintenance of athletic facilities; or
terms of participation or membership.
Private equity fund— The term private equity fund means a person who—
would be an investment company, as defined in the Investment Company Act of 1940, but for paragraphs (1) or (7) of section 3(c) of that Act (15 U.S.C. 80a–3); and
directly, or through an affiliate, exercises control of such company.
Vulture investor— The term vulture investor means any covered firm that—
engages, or has previously engaged, in vulture practices with respect to an entity that was an acquired entity at the time of such engagement; or
has had 2 or more acquired entities become financially insolvent or enter bankruptcy proceedings within 5 years of acquisition.
Vulture practice— The term vulture practice means any practice, term, condition, tactic, instrument, method, or act that causes harm or creates long-term risk of harm to an acquired entity in order to extract profit, assets, or other value for the benefit of a covered firm or its affiliates, including—
imposing any debt on an acquired entity to generate profit, finance the acquisition or other business activity, or otherwise create value for a covered firm;
transferring to a covered firm the ownership or control of an acquired entity’s assets or rights to the intellectual property or data generated by an acquired entity;
shielding a covered firm from liability for legal infractions or financial obligations it benefits from or directly or indirectly causes;
employing roll-up strategies through serial acquisitions or investments to consolidate control over local providers, including by acquiring, controlling, managing, financing, advising, or exercising governance rights;
converting an acquired entity into a high-risk, high-margin business by increasing prices, adding junk fees, reducing quality or safety, cutting jobs, wages, or benefits, or otherwise degrading operations to maximize profit;
imposing operational costs on an acquired entity such as management fees, leases for seized assets, capital distribution, or other burdensome or unnecessary charges; or
imposing one-sided terms on an acquired entity, or its customers, workers, clients, buyers, or others that lock them into exclusive dealings with entities controlled by the covered firm, or that otherwise exploit or restrict choice.
Youth sports— The term youth sports means any organization, asset, service, or activity associated with organized athletic participation, instruction, or competition for individuals under the age of 18, including the following:
All leagues, clubs, associations, and teams at the recreational, travel, and elite levels.
All youth sports facilities, physical assets, and infrastructure.
All associated technology and intellectual property, including registration platforms, scheduling software, scoring systems, proprietary training methods, performance metric technology, and related data collection and algorithms.
All youth sports training camps, tournaments, and showcases.
All nonprofit and for-profit entities that provide or facilitate any aspect of the activities described in subparagraphs (A) through (D).
Youth sports entity— The term youth sports entity means any person, company, partnership, corporation, association, affiliate, or organization (whether for-profit or nonprofit) that provides, operates, manages, or facilitates youth sports.
Youth sports facility— The term youth sports facility means a field, court, stadium, sports complex, gymnasium, or similar athletic facility that is used for recreational, competitive sporting activities or to provide ancillary services for participants under the age of 18, including as a part of a school-sponsored team, recreational league, or community-based program.
Youth Sports Fund— The term Youth Sports Fund means the fund established under section 8.
Sec. 3 Prohibition on vulture investment in youth sports
Vulture investor prohibition— It shall be unlawful for any vulture investor to invest in a youth sports entity.
Vulture practice prohibition— It shall be unlawful for any covered firm to engage in vulture practices in connection with investment in a youth sports entity, including by doing any of the following:
Consolidating control over youth sports by rolling up multiple youth sports entities, or acquiring, controlling, managing, financing, advising, exercising governance rights for, or investing in more than 1 entity that—
exclusively serves multiple youth sports entities; or
supplies products or services that are essential or mandatory for participation in youth sports.
Creating an integrated network of activities, services, partnerships, tournaments, apparel, or tech platforms, where participation in one requires, directly or indirectly, the use of others owned or controlled by the covered firm or offered by a third-party partner of the covered firm.
Conditioning eligibility to participate in any aspect of youth sports on the use of a designated travel agent, hotel or lodging accommodation, or transportation entity.
Imposing junk fees or other hidden or unfair charges in connection with youth sports participation, including any fee or additional cost that—
is not clearly and conspicuously disclosed before a youth registers, commits, or makes a payment to participate in youth sports, including any late-stage fee added after an initial price is presented or paid;
is mandatory or effectively unavoidable as a condition of participation after a youth registers, commits, or makes a payment;
penalizes a youth participant or family for declining to purchase goods or services;
is unnecessary such that it incurs nominal or no cost to provide;
is excessive such that it is disproportional to the cost to provide; or
duplicates, overlaps with, or is bundled with other fees or charges such that the cost is obscured or incurred more than once for the same or similar goods or services.
Imposing any of the following terms:
Exclusivity, non-compete, or right of first refusal requirements that directly or indirectly limit activities, services, partnerships, tournaments, apparel, or tech platforms in youth sports to those controlled or owned by the covered firm or their third-party partners.
Multi-year, non-cancelable commitments binding youth sports participants or entities for 2 or more seasons without early termination rights.
Bans or restrictions, direct or indirect, on participating in competing tournaments or other non-affiliated athletic events offering within 150 miles.
Bans or restrictions, direct or indirect, on using competing tech platforms, including non-affiliated scheduling, registration, or analytics tools.
Claiming, securing, transferring, or licensing by or to a covered firm, an entity affiliated with or controlled by a covered firm, or any third party unaffiliated with youth sports, the intellectual property rights to any of the following:
Record, broadcast, report, attend, portray, share, or otherwise capture any aspect of youth sports.
Any athlete biometric, performance, or family financial data, including but not limited to heart rate, global positioning system tracking, injury history, scouting reports, or parental payment records.
Any technology or algorithms, including software, models, or predictive systems developed in connection with any aspect of youth sports.
Violating any provision of the Protecting Young Victims from Sexual Abuse and Safe Sport Authorization Act of 2017 (36 U.S.C. 220541 et seq.).
Engaging in any other practice, term, condition, tactic, instrument, method, or act that the Commission or Assistant Attorney General has determined to be a vulture practice and has published notice thereof in the Federal Register without regard to the requirements under section 553 of title 5, United States Code.
Sec. 4 Vulture investor designation
Designation—
Presumptive designation for existing investment as of the date of enactment of this Act— Any covered firm that is invested in a youth sports entity as of the date of enactment of this Act shall be presumed to be a vulture investor for all purposes under this Act.
Automatic designation for existing investment after the date of enactment of this Act— Any covered firm that is invested in a youth sports entity as of the date of enactment of this Act shall be automatically designated as a vulture investor 91 days after the date of enactment of this Act unless certified under subsection (b).
Designation for prospective investment after the date of enactment of this Act— A covered firm that is seeking to invest in a youth sports entity on or after the date of enactment of this Act shall be designated a vulture investor for all purposes under this Act and shall not initiate or proceed with any such investment unless and until certified under subsection (b).
Certification—
Requirements— A covered firm may rebut the designation under subsection (a) only by submitting to the Commission a sworn certification, executed under penalty of perjury and subject to strict liability for any material misstatement or omission, by each general partner or equivalent individual with management authority over the covered firm, attesting that—
the covered firm and any affiliate, predecessor, successor, or entity under common control has never engaged in a vulture practice;
not more than 1 acquired entity of the covered firm, including all affiliated or commonly controlled entities, has become financially insolvent or entered bankruptcy proceedings within 5 years of acquisition; and
the covered firm will not engage in any vulture practice at any time.
Timing of certification submission—
Covered firms invested as of the date of enactment of this Act— Not later than 60 days after the date of enactment of this Act, a covered firm invested in a youth sports entity as of the date of enactment of this Act may submit a certification under paragraph (1).
Covered firms seeking to invest after the date of enactment of this Act— A covered firm seeking to invest in a youth sports entity after the date of enactment of this Act shall submit a certification under paragraph (1) not less than 60 days prior to initiating such investment.
Effect on operations— A certification under paragraph (1) shall have no force or effect unless and until approved by the Commission, and no certification submission, pendency, or review shall stay, delay, or otherwise affect any designation or obligation under this Act.
Disposition of certification— Any certification under paragraph (1) not approved on or before the date that is 31 days after the date of submission shall be deemed denied by operation of law.
Termination of certification— The Commission or the Assistant Attorney General may terminate a certification at any time by notifying the covered firm and publishing a notice in the Federal Register, and, effective on the date of publication, the covered firm shall be automatically designated as a vulture investor for the purposes of this Act.
False certification—
Civil penalty— Any covered firm that submits a certification under subsection (b) that contains a material misstatement or omission shall be liable for a civil penalty of not less than $1,000,000 per certification, which shall—
be assessed separately for each false certification submitted under subsection (b);
be imposed jointly and severally on the covered firm and each individual who executes such certification, including each general partner or equivalent individual with management authority over the covered firm, without right of indemnification, reimbursement, insurance, or contribution from any covered firm, affiliate, or other person, and any agreement to the contrary shall be void as against public policy;
apply by operation of law upon submission of such certification and may be enforced by the Commission or the Assistant Attorney General; and
be deposited into the Youth Sports Fund.
Criminal liability— Any individual who knowingly or willfully executes or submits a certification under subsection (b) that contains a material misstatement or omission shall be fined under title 18, United States Code, imprisoned for not more than 1 year, or both, and may be prosecuted under this subsection, section 1001 of title 18, United States Code, or both.
Limitation on review— Any determination by the Commission or the Assistant Attorney General under this section, including the approval, denial, or termination of a certification, shall not stay, enjoin, or otherwise delay the application of any requirement under this Act, including through temporary restraining order, preliminary injunction, or other equitable relief.
Sec. 5 Divestiture and remedies
Divestiture— Not later than 2 years after the date of enactment of this Act or after designation as a vulture investor, a vulture investor shall cure any violation of this Act by—
divesting or unwinding any ownership stakes, acquisitions, rights, agreements, contracts, terms, and exclusivity arrangements related to the ownership, operation, control, management, or other direction of any youth sports entity;
returning, transferring, or assigning ownership of all assets, real estate, and intellectual property, including trademarks, copyrights, patents, and related rights acquired by a vulture investor from a youth sports entity or generated by its activities, or, in the event of a non-reversible sale of a physical asset or real estate to an unaffiliated third party, the vulture investor shall pay the youth sports entity the full proceeds the vulture investor received from the sale or the market value at the time of sale, whichever is higher; and
at the time of designation as a vulture investor, removing any individuals installed by the vulture investor from any management, senior executive, or board position within any youth sports entity.
Divestiture process—
Guidance— Not later than 30 days after the date of enactment of this Act, the Chair of the Commission shall issue guidance specifying milestones for divestment within the deadline established under subsection (a) by publishing notice thereof in the Federal Register without regard to the provisions under section 553 of title 5, United States Code.
Penalties for failure to comply— For any entity subject to divestiture under subsection (a) that does not comply with the milestones specified under paragraph (1), except in cases in which divestiture is blocked under paragraph (5), the Chair of the Commission or the Assistant Attorney General shall cause 10 percent of all revenue received by the vulture investor attributable to the youth sports entity to be transferred into escrow on a monthly basis, which shall be—
returned to the vulture investor if divestment occurs by the deadline under subsection (a); or
deposited into the Youth Sports Fund if divestment does not occur by the deadline under subsection (a).
Reporting period— Any divestment required under subsection (a) shall be reported to the Commission and the Assistant Attorney General under section 7A of the Clayton Act (15 U.S.C. 18a) without respect to the thresholds under subsection (a)(2) of that section.
Review of divestiture— With respect to each divestiture undertaken pursuant to subsection (a), in addition to any applicable review under section 7A of the Clayton Act (15 U.S.C. 18a), the Commission and the Assistant Attorney General shall review the effect on competition, financial viability, and the public interest—
of the divestiture; and
of the subsequent acquisition of the divested entity by the acquiring person.
Blocking divestiture— The Commission and the Assistant Attorney General, jointly or separately, may bring a civil action in any court of competent jurisdiction to block any divestiture that would constitute a violation of this Act or harm competition, result in financial insolvency, or result in a conflict of interest to the detriment of the public interest.
Trustee— If divestiture does not occur by the divestiture deadline under subsection (a), a divestiture trustee appointed by the Chair of the Commission or the Assistant Attorney General and paid for in full by the vulture investor subject to divestiture shall oversee the required divestiture and shall have the authority to sell the youth sports entity to which the divestiture requirement applies.
Remedies in connection with divestiture—
In general— As a condition of or in connection with any divestiture under this section, the Commission or the Assistant Attorney General may impose, require, supervise, and enforce such restrictions and remedies as are necessary to cure, mitigate, or prevent any violation of this Act.
Divestiture compliance— No divestiture required under this section shall be considered complete or in compliance with this Act unless and until the Commission or the Assistant Attorney General determines that all such remedies have been satisfied.
Types of remedies— The Commission or the Assistant Attorney General may require a vulture investor to—
cease and desist from any violation of this Act;
disgorge any revenue, fees, special dividends, or other forms of profit extracted from a youth sports entity through vulture practices, including any pre-judgment and post-judgment interest;
refund all junk fees charged directly or indirectly to customers;
forgive and void in full any debts or outstanding payments owed by the youth sports entity, the local community, and any employees, families, participants, or customers that were related to or resulted from vulture practices under this Act;
fund any scholarship or financial aid programs that existed at the acquisition, including during the 1-year period before the date of acquisition, at the pre-acquisition funding level for a minimum period of 5 years;
pay the youth sports entity any proceeds the vulture investor received from leasing, licensing, or granting access rights to any asset, real estate, or intellectual property the youth sports entity owned, controlled, generated, procured, or paid for prior to or during the period of investment;
transfer all data, algorithms, software, licenses, platforms, and other technology necessary to operate the business effectively to the youth sports entity, and relinquish any past, present, or future ownership or rights thereto;
disgorge or delete any proprietary customer, participant, or operational data acquired or collected during the period of investment, as directed by the Commission or the Assistant Attorney General;
compensate for any asset transfers or transactions that diminished the value or viability of the youth sports entity; and
provide any other relief necessary to restore the financial viability, operational independence, and competitive position of the youth sports entity.
Post-divestiture jurisdiction— The Commission and the Assistant Attorney General shall retain jurisdiction for a period of not less than 1 year following the completion of any divestiture under this section to—
monitor compliance with this Act and any conditions or remedies imposed under this subsection;
impose additional conditions or remedies as necessary;
modify or terminate previously imposed conditions or remedies; and
require additional transfers, payments, or operational changes to ensure compliance with this Act and the effectiveness of the divestiture.
Administrative authority—
In general— The authority under this section may be exercised without any requirement to prove a violation in court and may be based on designation as a vulture investor or a failure to obtain or maintain certification under section 4, or the application of this section.
Orders— The Commission or the Assistant Attorney General may issue such orders as are necessary to carry out this section, including orders requiring compliance with any condition or remedy imposed under this subsection.
Escrow— The Commission or the Assistant Attorney General may require that funds, proceeds, or other assets be placed in escrow or otherwise withheld pending satisfaction of the divestiture, or any condition or remedy imposed under this section.
Sec. 6 Enforcement
In general— The Commission or the Assistant Attorney General may enforce this Act, including any divestiture, condition, restriction, or remedy imposed under section 5, by—
exercising the administrative authorities provided under this Act; or
bringing a civil action in an appropriate district court of the United States.
Powers of the Commission—
In general— The Commission shall enforce this Act or an order, requirement, guidance, rule, process, or procedure authorized under this Act in the same manner, by the same means, and with the same jurisdiction, powers, and duties as though all applicable terms and provisions of the Federal Trade Commission Act (15 U.S.C. 41 et seq.) were incorporated into and made a part of this Act.
Unfair or deceptive acts or practices; unfair methods of competition— A violation of this Act or an order, requirement, guidance, rule, process, or procedure authorized by this Act shall also constitute a violation of section 5(a) of the Federal Trade Commission Act (15 U.S.C. 45(a)) regarding unfair methods of competition or a rule defining an unfair or deceptive act or practice under section 18(a)(1)(B) of the Federal Trade Commission Act (15 U.S.C. 57a(a)(1)(B)).
Privileges and immunities— Any person who violates this Act or an order, requirement, guidance, rule, process, or procedure authorized by this Act shall be subject to the penalties and entitled to the privileges and immunities provided in the Federal Trade Commission Act (15 U.S.C. 41 et seq.).
Actions by State attorneys general—
In general— If the attorney general of a State has reason to believe that an interest of the residents of the State has been or is being threatened or adversely affected by a practice that violates this section, the attorney general of the State may, as parens patriae, bring a civil action on behalf of the residents of the State in an appropriate district court of the United States.
Rule of construction— For purposes of bringing a civil action under this subsection, nothing in this Act shall be construed to prevent an attorney general, official, or agency of a State from exercising the powers conferred on the attorney general, official, or agency by the laws of such State to conduct investigations, administer oaths and affirmations, or compel the attendance of witnesses or the production of documentary and other evidence.
Private right of action— Any individual or class of individuals adversely affected by a covered firm's violation of this Act, or a regulation promulgated thereunder, may bring a civil action in any court of competent jurisdiction against the covered firm.
Award— In a civil action brought under this Act in which the plaintiff prevails, the court may award—
damages in an amount equal to—
3 times the amount of actual monetary damages incurred as a result of the violation; or
in the event of a willful violation, an amount determined appropriate by the court, but in no case shall such amount be less than the amount described in subparagraph (A);
restitution or other appropriate equitable relief;
reasonable attorney’s fees and litigation costs;
any condition, restriction, or remedy described in section 5; and
any other relief that the court determines appropriate.
Right to jury trial— Either party, upon request, shall have the right to a jury trial.
Invalidity of pre-dispute arbitration agreements and pre-dispute joint action waivers—
Definitions— For purposes of this subsection:
Pre-dispute arbitration agreement— The term pre-dispute arbitration agreement means any agreement to arbitrate a dispute that has not arisen at the time of the making of the agreement.
Pre-dispute joint-action waiver— The term pre-dispute joint-action waiver means an agreement, whether or not part of a pre-dispute arbitration agreement, that would prohibit or waive the right of 1 of the parties to the agreement to participate in a joint, class, or collective action in a judicial, arbitral, administrative, or other related forum, concerning a dispute that has not yet arisen at the time of the making of the agreement.
Invalidity— Notwithstanding any other provision of law, no pre-dispute arbitration agreement or pre-dispute joint action waiver shall be valid or enforceable with regard to a dispute arising under this Act.
Applicability— Any determination as to whether or how this subsection applies to any dispute shall be made by a court, rather than an arbitrator, without respect to whether such agreement purports to delegate such determination to an arbitrator.
Sec. 7 Joint and several liability
Notwithstanding any other provision of law, or the terms of any contract or agreement, a vulture investor, including any control person or affiliate, shall be held jointly and severally liable with the youth sports entity for all liabilities incurred by the youth sports entity during the period of the vulture investor’s control, including—
all debt obligations assumed by the youth sports entity;
legal judgments;
pension-related obligations; and
any legal, regulatory, or safety infractions including, but not limited to, child safety, labor violations, and facility code failures.
Sec. 8 Youth sports fund
Any money disgorged pursuant to an action under this Act without a specified recipient shall be deposited in a youth sports fund created and distributed under terms set by the Commission to be put to use in the interest of serving the youth sports needs of the harmed community or communities, including by—
providing funds to youth sports entities to reduce or eliminate participation costs for families;
supporting free community access to youth sports facilities;
increasing financial aid or scholarships; or
otherwise providing any necessary funding to ensure a divested youth sports entity can operate at a safe and effective level.
Sec. 9 Authority to implement this act
The Commission shall have the authority to issue orders, requirements, guidance, rules, processes, or procedures necessary to implement this Act by publishing notice thereof in the Federal Register without regard to the provisions under section 553 of title 5, United States Code.
Sec. 10 Preemption
Nothing in this Act shall be construed to restrict or preempt any State or local law that—
provides protection against vulture practices or a covered firm that are greater than those set forth in this Act;
imposes civil or criminal sanctions or penalties greater than those imposed by this Act; or
creates any public or private right of action relating to vulture practices or a covered firm.
Sec. 11 Anti-evasion
In general— It shall be unlawful for any person to structure, restructure, or otherwise arrange any transaction, relationship, or agreement for the purpose of evading the requirements of this Act.
Substance over form— For purposes of determining compliance with this Act, the Commission and the Assistant Attorney General may disregard the form of any transaction and consider its substance.
Treatment as a covered firm— Any entity created, reorganized, or utilized for the purpose of avoiding designation under this Act shall be deemed to be a covered firm.