Pennsylvania 2025-2026 Regular Session

Pennsylvania House Bill HB1371 Latest Draft

Bill / Introduced Version

                             
PRINTER'S NO. 1567 
THE GENERAL ASSEMBLY OF PENNSYLVANIA
HOUSE BILL 
No.1371 
Session of 
2025 
INTRODUCED BY BRIGGS, SOLOMON, VENKAT, ISAACSON, HOWARD, PIELLI, 
SANCHEZ, FIEDLER, SCHLOSSBERG, HANBIDGE, PARKER, BRENNAN, 
KHAN, FREEMAN, KENYATTA, DONAHUE, HILL-EVANS, FRANKEL, OTTEN, 
DEASY AND GREEN, MAY 1, 2025 
REFERRED TO COMMITTEE ON JUDICIARY, MAY 1, 2025 
AN ACT
Amending Title 12 (Commerce and Trade) of the Pennsylvania 
Consolidated Statutes, establishing cause of action for 
antitrust conduct, for indirect purchaser recovery under 
State antitrust laws and for premerger notice of health care 
mergers and transactions; and imposing penalties.
The General Assembly of the Commonwealth of Pennsylvania 
hereby enacts as follows:
Section 1.  Title 12 of the Pennsylvania Consolidated 
Statutes is amended by adding a chapter to read:
CHAPTER 9
PENNSYLVANIA OPEN MARKETS
Sec.
901.  Scope of chapter.
902.  Declaration of purpose.
903.  Definitions.
904.  Prohibited acts.
905.  Enforcement by Attorney General.
906.  Measurement of damages.
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18 907.  Premerger notification regarding health care.
908.  Civil investigation.
909.  Criminal penalties.
910.  Standing.
911.  Antitrust enforcement by private parties.
912.  Cooperation with Federal Government, other states and 
state agencies.
913.  Agency cooperation.
914.  Exceptions.
915.  Applicability.
916.  Action not barred as affecting or involving interstate or 
foreign commerce.
917.  Construction.
918.  Remedies cumulative.
§ 901.  Scope of chapter.
This chapter relates to open markets in this Commonwealth.
§ 902.  Declaration of purpose.
The purpose of this chapter is to promote free enterprise and 
free trade in the marketplaces of this Commonwealth by 
prohibiting restraints of trade that are secured through 
monopolistic or collusive practices and that act or tend to act 
to decrease competition between and among persons engaged in 
commerce and trade.
§ 903.  Definitions.
The following words and phrases when used in this chapter 
shall have the meanings given to them in this section unless the 
context clearly indicates otherwise:
"Acquisition."  An agreement, arrangement or activity, the 
consummation of which results in a person acquiring, directly or 
indirectly, the control of another person or the ability to 
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30 influence the competitive conduct of the target person, and 
includes the acquisition of voting securities and noncorporate 
interests, such as assets, capital stock, membership interests 
or equity interests.
"Contracting affiliation."  The formation of a relationship 
between two or more persons that permits the persons to 
negotiate jointly with insurers or third-party administrators 
over rates for professional medical services or for one person 
to negotiate on behalf of the other person with insurers or 
third-party administrators over rates for professional medical 
services.
"Hart-Scott-Rodino Act."  Title II of the Clayton Antitrust 
Act (Public Law 63-212, 15 U.S.C. § 18a).
"Health care facility."  As defined in section 802.1 of the 
act of July 19, 1979 (P.L.130, No.48), known as the Health Care 
Facilities Act.
"Health care facility system."  Either of the following:
(1)  a parent corporation of one or more health care 
facilities and a person affiliated with the parent 
corporation through ownership or control; or
(2)  a health care facility and a person affiliated with 
the health care facility through direct or indirect 
ownership, including a private equity fund.
"Health care practitioner."  As defined in section 103 of the 
Health Care Facilities Act.
"Health care services."  Medical, surgical, chiropractic, 
hospital, optometric,  dental treatment,  podiatric, 
pharmaceutical, ambulance, mental health, substance use 
disorder, therapeutic, preventative, diagnostic, curative, 
rehabilitative, palliative, custodial and other services 
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30 relating to the prevention, cure or treatment of illness, injury 
or disease.
"Health care services revenue."  The total revenue received 
for health care services in the previous 12 months.
"Insurer."  As defined in 40 Pa.C.S. § 9103 (relating to 
definitions).
"Merger."  A consolidation of two or more persons, including 
two or more persons joining through a common parent organization 
or two or more organizations forming a new organization. The 
term does not include a corporate reorganization.
"Monopoly."  The power to control prices and exclude 
competition as a seller.
"Monopsony."  The power to control prices and exclude 
competition as a buyer.
"Provider organization."  A corporation, partnership, 
business trust, association or organized group of persons, 
whether incorporated or not, that is in the business of health 
care delivery or management and that represents two or more 
health care practitioners in contracting with insurers or third-
party administrators for the payments of health care services. 
The term includes a physician organization, physician-hospital 
organization, independent practice association, provider network 
and accountable care organization.
"Third-party administrator."  A person that administers 
payments for health care services on behalf of a client in 
exchange for an administrative fee.
"Trade or commerce."  Economic activity directly or 
indirectly affecting the people of this Commonwealth.
§ 904.  Prohibited acts.
(a)  Restraints of trade.--A contract, a combination in the 
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30 form of trust or otherwise or a conspiracy in restraint of trade 
or commerce, is unlawful.
(b)  Monopolize or monopsonize.-- 	It is unlawful for a person  
to monopolize or monopsonize, to attempt to monopolize or 
monopsonize , to maintain a monopoly or monopsony  or to combine  
or conspire with another person to monopolize or monopsonize, in 
any part of trade or commerce.
(c)  Acquisitions.--It is unlawful for a  	person to acquire,  
directly or indirectly, the whole or any part of the stock, 
share capital or other equity interest of another person or the 
whole or any part of the assets of another person if any of the 
following apply:
(1)  The effect of the acquisition may be substantially 
to lessen competition in any part of trade or commerce.
(2)  The effect of the acquisition tends to create a 
monopoly or monopsony of any part of trade or commerce.
§ 905.  Enforcement by Attorney General.
(a)  Action on behalf of Commonwealth.--If the Attorney 
General has reason to believe that a person, foreign or 
domestic, has engaged in, is engaging in or is about to engage 
in an act or practice that is unlawful under this chapter, the 
Attorney General may bring a civil action in the name of the 
Commonwealth against the person to:
(1)  Obtain a declaratory judgment that the act or 
practice violates this chapter.
(2)  Enjoin an act or practice that violates this chapter 
by issuing a temporary restraining order, an ex parte 
temporary restraining order or a preliminary or permanent 
injunction, without bond.
(3)  Recover a civil penalty of not less than $100,000 
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judgment or consent agreement issued or entered into under 
this chapter.
(4)  Obtain an order requiring divestiture of assets:
(i)  acquired in violation of  	this chapter and after 
the court determines that divestiture is necessary to 
avoid the creation or continuation of a monopoly or to 
avoid a likely substantial lessening of competition that 
results from a transaction found to be in violation of 
this chapter ; or 
(ii)  to restore competition to a line of commerce 
that has been eliminated by a violation of  	this chapter . 
(5)  Recover actual damages, restitution or disgorgement 
on behalf of the Commonwealth and  	Commonwealth agencies 
injured either directly or indirectly through a violation of 
this chapter . 
(b)  Action on behalf of natural person.--The Attorney 
General may bring a civil action in the name of the Commonwealth 
on behalf of a natural person injured directly or indirectly to 
recover damages, restitution or disgorgement through a violation 
of  this chapter . 
(c)  Recovery authorized.--The Attorney General shall recover 
the costs of an investigation, expert costs and reasonable 
attorney fees and costs if successful in an action initiated 
under this section.
(d)  Jurisdiction.--A civil action under this section may be 
brought by the Attorney General in Commonwealth Court or in the 
court of common pleas of the county in which a party resides or 
has a principal place of business.
(e)    Investigation.-- 
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30 (1)  If the Attorney General has reason to believe that a 
person, whether foreign or domestic, has engaged in or is 
engaging in a violation of  	this chapter or of a Federal  
antitrust law that may be enforced by the Attorney General, 
the Attorney General may initiate an investigation.
(2)  As part of an investigation under this section, the 
Attorney General may administer oaths and affirmations, 
subpoena witnesses and documentary material, propound 
interrogatories to be answered in writing under oath and 
collect evidence.
(3)  The Attorney General may use the information 
obtained under this section as the Attorney General 
determines necessary in the civil enforcement of  	this chapter 
or Federal antitrust law that may be enforced by the Attorney 
General, including presentation before a court.
(4)  The Attorney General may cooperate with and 
coordinate enforcement of  	this chapter and Federal antitrust  
law  that may be enforced by the Attorney General with the  
Federal Government, the several states  and state agencies 	,  
including using and sharing information and evidence obtained 
under  this chapter . 
(f)  Presumptions.--In an action brought by the Attorney 
General under this chapter and the act of October 15, 1980 
(P.L.950, No.164), known as the Commonwealth Attorneys Act:
(1)  The Attorney General is the sole party for discovery 
purposes and is deemed to lack possession, custody or control 
over documents possessed by the General Assembly, other 
Commonwealth officers or other  	Commonwealth agencies. 
(2)  If the action is asserted on behalf of a 
Commonwealth agency, the Attorney General may facilitate  
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30 nonparty discovery from the  	Commonwealth agency but is not  
otherwise obligated under section 913 (relating to agency 
cooperation) or section 208 of the Commonwealth Attorneys 
Act.
(3)  If the Attorney General does not seek to recover 
damages for an injury suffered by a  	Commonwealth agency, 
nonparty discovery of the  	Commonwealth agency is 
presumptively unreasonable and unduly burdensome.
§ 906.   Measurement of damages. 
(a)  Prevailing plaintiff.--In an action brought under  	this  
chapter in which the plaintiff prevails 	, the prevailing  
plaintiff shall recover treble damages sustained, reasonable 
attorney fees and costs, expert witness fees and investigative 
costs.
(b)  Method.--In an action under  	this chapter , damages may be  
proved and assessed in the aggregate by statistical or sampling 
methods, by the computation of illegal overcharges or 
underpayment or by another reasonable system of estimating 
aggregate damages as the court may permit without the necessity 
of separately proving the individual claim of, or amount of 
damage to, persons on whose behalf the suit was brought.
(c)  Interest.--Damages for injuries by reason of anything 
prohibited under  	this chapter shall include interest computed  
from the date on which the injury is sustained, at a rate equal 
to the statutory rate for postjudgment interest, and the cost of 
suit, including reasonable attorney fees.
§ 907.   Premerger notification regarding health care. 
(a)     General notification.--A person conducting business in  
this Commonwealth that is required to file the notification and 
report form for certain mergers and acquisitions under the Hart-
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30 Scott-Rodino Act shall provide the same notice and documentation 
in its entirety to the Office of Attorney General at the same 
time that notice is filed with the Federal Trade Commission or 
the United States Department of Justice.
(b)     Health care notification.-- 
(1)    It is the intent of the General Assembly to ensure  
that competition beneficial to consumers in health care 
markets across this Commonwealth remains vigorous and robust.
(2)    The General Assembly supports the intent through  
this section, which provides the Office of Attorney General 
with notice of all material health care transactions in this 
Commonwealth, so that the Office of Attorney General has the 
information necessary to determine whether an investigation 
under  this chapter is warranted for potential anticompetitive  
conduct and consumer harm.
(3)    In addition to requiring notice under subsection (a)  
for transactions not involving health care, this section is 
also intended to supplement the Hart-Scott-Rodino Act by 
requiring notice of health care transactions not reportable 
under the reporting thresholds of the Hart-Scott-Rodino Act 
and by providing the Office of Attorney General with a copy 
of filings made in accordance with the Hart-Scott-Rodino Act.
(c)    Notice of material change.-- 
(1)    Not less than 120 days prior to the effective date  
of a health care transaction that results in a material 
change, the parties to the health care transaction shall 
submit written notice to the Office of Attorney General of 
the material change.
(2)    For the purposes of this section, a material change  
includes a merger, acquisition or contracting affiliation 
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30 between two or more persons of the following types:
(i)    health care facilities; 
(ii)    health care facility systems; or 
(iii)   provider organizations. 
(3)    A material change includes proposed changes  
identified in paragraph (1) between a Pennsylvania person and 
an out-of-State person where the out-of-State person 
generates at least $10,000,000 in health care services 
revenue from patients residing in this Commonwealth and the 
persons are of the types identified in paragraph (2). A party 
to a material change that is licensed or operating in this 
Commonwealth shall submit a notice as required under this 
section.
(4)    For purposes of paragraph (2), a merger, acquisition  
or contracting affiliation between two or more health care 
facilities, health care facility systems or provider 
organizations only qualifies as a material change if the 
health care facilities, health care facility systems or 
provider organizations did not previously have common 
ownership or a contracting affiliation.
(d)    Notice requirements.-- 
(1)    The written notice provided by the parties, as  
required by subsection (c), shall include:
(i)    The names of the parties and their current  
business addresses.
(ii)    Identification of all locations where health  
care services are currently provided by each party.
(iii)   Identification of all health care  
practitioners who currently provide health care services 
for each party.
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30 (iv)    A brief description of the nature and purpose  
of the proposed material change.
(v)    The anticipated effective date of the proposed  
material change.
(2)    Nothing in this section shall be construed to  
prohibit the parties to a material change from voluntarily 
providing additional information to the Office of Attorney 
General.
(e)    Requests for additional information.-- 
(1)    The Office of Attorney General must make a request  
for additional information from the parties under  	this  
chapter within 30 days of the date notice is received under  
subsections (a), (c) and (d).
(2)    Nothing in this subsection shall be construed to  
preclude the Office of Attorney General from conducting an 
investigation or enforcing Federal or State antitrust laws at 
a later date.
(f)    Health care premerger notification.--A  health care 
facility, health care facility system,  health care practitioner  
or provider organization conducting business in this 
Commonwealth that files a premerger notification with the 
Federal Trade Commission or the United States Department of 
Justice, in compliance with the Hart-Scott-Rodino Act, shall 
provide a copy of the filing to the Office of Attorney General. 
Providing a copy of the Hart-Scott-Rodino Act filing to the 
Office of Attorney General satisfies the notice requirement 
under subsection (d).
(g)    Materials submitted to the Office of Attorney General.-- 
(1)    Information submitted to the Office of Attorney  
General under this section shall be maintained and used by 
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30 the Office of Attorney General in the same manner and under 
the same protections as provided under  	this chapter . 
(2)    Nothing in this section shall be construed to limit  
the Office of Attorney General's authority under  	this  
chapter . 
(3)    Failure to comply with this section does not provide  
a private cause of action.
(h)    Penalty for noncompliance.--A person that fails to  
comply with this section is liable to the Commonwealth for a 
civil penalty of not more than $200 per day for each day of 
noncompliance.
§ 908.  Civil investigation.
(a)  Power of Attorney General to conduct.--
(1)  If the Attorney General has reason to believe that a 
person, whether foreign or domestic, has engaged in or is 
engaging in a violation of  	this chapter or of a Federal  
antitrust law that may be enforced by the Attorney General, 
the Attorney General may initiate an investigation.
(2)  As part of an investigation under this section, the 
Attorney General may administer oaths and affirmations, 
subpoena witnesses and documentary material, propound 
interrogatories to be answered in writing under oath and 
collect evidence.
(3)  The Attorney General may use the information 
obtained under this section as the Attorney General 
determines necessary in the civil enforcement of  	this chapter 
or Federal antitrust law that may be enforced by the Attorney 
General, including presentation before a court.
(4)  An interrogatory or subpoena served under this 
subsection shall inform the party served of the right to file 
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30 a petition as provided in subsection (b).
(b)  Petition authorized.--
(1)  Not later than five business days after the service 
of an interrogatory or subpoena, or at any time before the 
return date specified in the interrogatory or subpoena, the 
party served under this section may file in Commonwealth 
Court a petition for an order modifying or setting aside the 
interrogatory or subpoena.
(2)  The party must serve the Attorney General with a 
copy of the petition.
(3)  The petitioner may raise an objection or privilege 
that would be available under  	this chapter or upon service of  
a subpoena in a civil action.
(c)  Location for production of documentary material.--
(1)  If documentary material that the Attorney General 
seeks to obtain by subpoena is not located within this 
Commonwealth and is not reducible to electronic reproduction 
and transmission, the party subpoenaed may make the 
documentary material available to the Attorney General to 
examine the documentary material at the place where the 
documentary material is located.
(2)  The Attorney General may designate representatives, 
including officials of the state in which the documentary 
material is located, to inspect the documentary material on 
the Attorney General's behalf.
(3)  The Attorney General may respond to similar requests 
from officials of other states and may inspect documentary 
material on their behalf.
(d)  Investigation enforcement order.--
(1)  The Attorney General may apply to Commonwealth Court 
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30 for an order compelling compliance of a party who fails to 
obey a subpoena or answer an interrogatory issued under this 
section without lawful excuse and upon reasonable notice to 
all persons affected by the subpoena or interrogatory.
(2)  The Attorney General may request that an individual 
who refuses to comply with a subpoena or answer an 
interrogatory on the grounds that the testimony or 
documentary material may incriminate the individual be 
ordered by the court to provide the testimony or documentary 
material.
(3)  Except for a prosecution for perjury, an individual 
who complies with a court order to provide testimony or 
matter after asserting a privilege against self-incrimination 
to which the individual is entitled by law shall not have the 
testimony or documentary material provided, or evidence 
derived therefrom, or received against the individual used in 
a criminal investigation or proceeding.
(e)  Duty to comply.--A person, whether foreign or domestic, 
upon whom an interrogatory or subpoena is served pursuant to 
this section shall comply with the terms of the interrogatory or 
subpoena unless otherwise provided by this section or by court 
order.
(f)  Liability.--
(1)  A person shall be liable for a civil penalty as 
provided in this subsection if the person:
(i)  fails to appear with the intent to avoid, evade 
or prevent compliance, in whole or in part, with an 
investigation under  	this chapter or removes from a place,  
conceals, withholds, mutilates, alters, destroys or by 
other means falsifies a matter or documentary material in 
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30 the possession, custody or control of a person, subject 
to the request or subpoena; or
(ii)  knowingly conceals relevant information with 
the intent to avoid, evade or prevent compliance.
(2)  The Attorney General may, upon petition to 
Commonwealth Court, recover a civil penalty not to exceed 
$25,000. If a civil penalty is assessed in or as the result 
of litigation, the Attorney General is entitled to reasonable 
attorney fees and costs.
(g)  Access to information of other agencies and 
confidentiality.--
(1)  If criminal or civil intelligence, records of 
investigations, investigative information or other 
information held by a Federal or State agency is available to 
the Attorney General on a confidential or restricted basis, 
the Attorney General may obtain and use the information 	,  
unless otherwise prohibited by law 	, in the enforcement of  
this chapter, including presentation before a court 	. 
(2)  A record of an investigation or intelligence or 
investigative information that is exempt from disclosure 
under the act of February 14, 2008 (P.L.6, No.3), known as 
the Right-to-Know Law, shall remain confidential  except as 
provided in this section  and be exempt from disclosure under  
that act.
(h)  Records of investigation.--A written response, testimony 
or document obtained by the Attorney General under this section, 
or information derived directly or indirectly from a written 
response, testimony or document obtained by the Attorney 
General, shall be deemed a record of an investigation and shall 
be exempt from disclosure under the Right-to-Know Law.
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30 § 909.  Criminal penalties.
A person, including an agent or officer of the person, who 
knowingly commits an unlawful act under section 904(a) or (b) 
(relating to prohibited acts) is guilty of a felony of the third 
degree and, upon conviction, shall be sentenced to a term of 
imprisonment of not more than four years or sentenced to pay a 
fine of not more than $1,000,000, or both. If the person who 
knowingly committed an unlawful act under section 904(a) or (b) 
is a corporation, the corporation shall be sentenced to pay a 
fine of not more than $1,000,000. An indictment or information 
based on a violation of  	this chapter must be filed within five  
years after the violation. No criminal proceeding barred by a 
prior limitation shall be revived by  	this chapter . 
§ 910.  Standing.
A person that has suffered damages as a result of prohibited 
acts enumerated in section 904 (relating to prohibited acts) 
shall have standing to commence an action in a court of 
competent jurisdiction.
§ 911.  Antitrust enforcement by private parties.
(a)  Election.--The plaintiff in an action commenced under 
this chapter may elect to sue for and recover either treble  
damages sustained or the full amount of the plaintiff's 
overcharge or underpayment without regard to any portion of the 
overcharge or underpayment that was recovered upon resale. An 
action under this section may be brought by a person injured in 
the person's business or property under  	this chapter , regardless 
of whether the person dealt directly or indirectly with the 
defendant. A remedy under this section is in addition to any 
other remedy under law and may not diminish or offset any other 
remedy. Proof of liability as a result of anticompetitive 
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30 conduct in violation of  	this chapter shall not require proof of  
individual reliance.
(b)  Class action.--An action brought under this section may 
be maintained as a class action pursuant to the Pennsylvania 
Rules of Civil Procedure.
§ 912.  Cooperation with Federal Government, other states and 
state agencies.
The Attorney General may cooperate with and coordinate 
enforcement of  	this chapter and Federal antitrust law that may  
be enforced by the Attorney General with the Federal Government, 
the several states  and state agencies 	, including using and  
sharing information and evidence obtained under  	this chapter . 
§ 913.  Agency cooperation.
(a)  Duties of Commonwealth agencies.--All  	Commonwealth 
agencies shall assist the Attorney General in the enforcement of 
this chapter, if requested, and shall promptly comply with any 
request for documents, testimony or information.
(b)  Attorney General.--The Attorney General shall provide 
notice to:
(1)  The Department of Health of any enforcement action 
initiated under section 905 (relating to enforcement by 
Attorney General) as well as the resolution of any action 
initiated under section 905 that involves a health care 
facility or a health care facility system.
(2)  The Insurance Department of any enforcement action 
initiated under section 905 as well as the resolution of any 
action initiated under section 905 that involves an insurer.
§ 914.  Exceptions.
This chapter shall not make illegal an activity or conduct  
exempt under any statute of the United States or the 
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30 Commonwealth.
§ 915.  Applicability.
This chapter shall not apply to:
(1)  a cooperative association or  	an employee-owned  
enterprise, corporate or otherwise, of farmers, gardeners or 
dairy producers, including livestock farmers and fruit 
growers, nor to a contract, agreement or arrangement made by 
the association or enterprise, nor to a bona fide labor 
union; or
(2)  the business of insurance to the extent that the 
business:
(i)  does not constitute a boycott, coercion or 
intimidation or an agreement to boycott, coerce or 
intimidate; and
(ii)  does not relate to the business of health 
insurance, including the business of dental insurance and 
limited-scope dental benefits.
§ 916.  Action not barred as affecting or involving interstate 
or foreign commerce.
An action under  	this chapter may not be barred on the grounds  
that the activity or conduct complained of affects or involves 
interstate or foreign commerce.
§ 917.  Construction.
This chapter shall be construed in harmony with judicial 
interpretations of comparable Federal antitrust statutes insofar 
as practicable.
§ 918.  Remedies cumulative.
The remedies afforded by  	this chapter are cumulative. 
Section 2.  The addition of 12 Pa.C.S. Ch. 9 shall apply to 
any action or proceeding brought by the Attorney General and 
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Section 3.  This act shall take effect in 60 days.
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