II
119THCONGRESS
1
STSESSION 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 Depart-
ment of Justice and the Federal Trade Commission to enforce the anti-
trust laws, and for other purposes.
IN THE SENATE OF THE UNITED STATES
JANUARY16, 2025
Ms. K
LOBUCHAR(for herself, Mr. WHITEHOUSE, Mr. BLUMENTHAL, Mr.
B
OOKER, Ms. HIRONO, Mr. WELCH, Mr. HEINRICH, Mr. MARKEY, Mr.
M
URPHY, Ms. SMITH, Mr. SCHATZ, Mr. WARNER, Mr. WYDEN, and Mr.
B
ENNET) 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 Com-
mission to enforce the antitrust laws, and for other pur-
poses.
Be it enacted by the Senate and House of Representa-1
tives of the United States of America in Congress assembled, 2
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SECTION 1. SHORT TITLE. 1
This Act may be cited as the ‘‘Competition and Anti-2
trust Law Enforcement Reform Act of 2025’’. 3
SEC. 2. FINDINGS AND PURPOSES. 4
(a) F
INDINGS.—Congress finds that— 5
(1) competitive markets, in which multiple 6
firms compete to buy and sell products and services, 7
are critical to ensuring economic opportunity for all 8
people in the United States and providing resilience 9
to the economy during unpredictable times; 10
(2) when companies compete, businesses offer 11
the highest quality and choice of goods and services 12
for the lowest possible prices to consumers and other 13
businesses; 14
(3) competition fosters small business growth, 15
reduces economic inequality, and spurs innovation 16
and job creation; 17
(4) competitive markets are crucial for the 18
United States global economic competitiveness and 19
national security; 20
(5) in the United States economy today, the 21
presence and exercise of market power is substantial 22
and growing; 23
(6) the presence and exercise of market power 24
makes it more difficult for people in the United 25
States to start their own businesses, depresses 26
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wages, and increases economic inequality, with par-1
ticularly damaging effects on historically disadvan-2
taged communities; 3
(7) market power and undue market concentra-4
tion contribute to the consolidation of political 5
power, undermining the health of democracy in the 6
United States; 7
(8) the anticompetitive effects of monopoly 8
power or buyer market power include higher prices, 9
lower quality, lessened choice, reduced innovation, 10
foreclosure of competitors, and increased entry bar-11
riers; 12
(9) monopsony power or seller market power al-13
lows a firm to force suppliers of goods or services to 14
accept below market prices or to force workers to ac-15
cept below market wages, resulting in lower quality 16
products and services, reduced opportunities for sup-17
pliers and workers, reduced availability of products 18
and services for consumers, reduced innovation, fore-19
closure of competitors, and increased entry barriers; 20
(10) horizontal consolidation, vertical consolida-21
tion, and conglomerate mergers all have the poten-22
tial to increase market power and cause anticompeti-23
tive harm; 24
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(11) extensive consolidation is reducing com-1
petition and threatens to place the American dream 2
further out of reach for many consumers in the 3
United States; 4
(12) since 2008, firms in the United States 5
have engaged in over $10,000,000,000,000 in merg-6
ers and acquisitions; 7
(13) the acquisition of nascent or potential ri-8
vals by dominant firms can present significant long- 9
term threats to competition and innovation and 10
harm the global economic competitiveness of the 11
United States; 12
(14) the acquisition, by one of its competitors, 13
of a maverick firm that plays a disruptive role in the 14
market, by using an innovative business model or 15
technology, offering lower prices or new, different 16
products or services, or by other means that benefit 17
consumers, often presents a threat to competition; 18
(15) section 7 of the Clayton Act (15 U.S.C. 19
18) is the primary line of defense against anti-20
competitive mergers; 21
(16) in recent years, some court decisions and 22
enforcement policies have limited the vitality of the 23
Clayton Act to prevent harmful consolidation by— 24
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(A) discounting previously accepted pre-1
sumptions that certain acquisitions are anti-2
competitive; 3
(B) focusing inordinately on the effect of 4
an acquisition on price in the short term, to the 5
exclusion of other potential anticompetitive ef-6
fects; 7
(C) underestimating the dangers that hori-8
zontal, vertical, and conglomerate mergers will 9
lower quality, reduce choice, impede innovation, 10
exclude competitors, increase entry barriers, or 11
create buyer power, including monopsony 12
power; 13
(D) failing to properly account for direct 14
evidence of competitive harm, including intent 15
evidence; and 16
(E) requiring the government to prove 17
harmful effects of a proposed merger to a near 18
certainty; 19
(17) anticompetitive exclusionary conduct con-20
stitutes a particularly harmful exercise of market 21
power and a substantial threat to the United States 22
economy; 23
(18) when dominant sellers exercise market 24
power, they harm buyers by overcharging them, re-25
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ducing product or service quality, limiting their 1
choices, and impairing innovation; 2
(19) when dominant buyers exercise market 3
power, they harm suppliers by underpaying them, 4
limiting their business opportunities, and impairing 5
innovation; 6
(20) when dominant employers exercise market 7
power, they harm workers by paying them low 8
wages, reducing their benefits, and limiting their fu-9
ture employment opportunities; 10
(21) nascent or potential rivals, even those that 11
are unprofitable or inefficient, are an important 12
source of competitive discipline for dominant firms; 13
(22) antitrust enforcement against anticompeti-14
tive exclusionary conduct has been impeded when 15
courts have declined to rigorously examine the facts 16
in favor of relying on inaccurate economic assump-17
tions that are inconsistent with contemporary eco-18
nomic learning, such as presuming that market 19
power is not durable and can be expected to self-cor-20
rect, that monopolies can drive as much or more in-21
novation than a competitive market, that above-cost 22
pricing cannot harm competition, and other flawed 23
assumptions; 24
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(23) the courts of the United States have im-1
properly implied immunity from the antitrust laws 2
based on Federal regulatory statutes, even limiting 3
the application of statutory antitrust savings clauses 4
passed by Congress; 5
(24) the civil remedies currently available to 6
cure violations of the Sherman Antitrust Act, includ-7
ing injunctions, equitable monetary relief, and pri-8
vate damages, have not proven sufficient, on their 9
own, to deter anticompetitive conduct; 10
(25) in some cases, effective deterrence requires 11
the imposition of civil penalties, alone or in combina-12
tion with existing remedies, including structural re-13
lief, behavioral relief, private damages, and equitable 14
monetary relief, including disgorgement and restitu-15
tion; and 16
(26) Federal antitrust enforcement budgets 17
have failed to keep pace with the growth of the econ-18
omy and increasing demands on agency resources, 19
significantly undermining the ability of the Federal 20
antitrust agencies to fulfill their law enforcement 21
missions and contributing to the rise of market 22
power in the American economy. 23
(b) P
URPOSES.—The purposes of this Act are to— 24
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(1) enhance competition throughout the Amer-1
ican economy by strengthening antitrust enforce-2
ment by the Department of Justice, the Federal 3
Trade Commission, the State enforcement agencies, 4
and private parties; 5
(2) revise the legal standard under section 7 of 6
the Clayton Act to better enable enforcers to arrest 7
the likely anticompetitive effects of harmful mergers 8
in their incipiency, as Congress intended, by clari-9
fying that the potential effects that may justify pro-10
hibiting a merger under the Clayton Act include 11
lower quality, reduced choice, reduced innovation, 12
the exclusion of competitors, or increased entry bar-13
riers, in addition to increased price to buyers or re-14
duced price to sellers; 15
(3) amend the Clayton Act to clarify that an 16
acquisition that tends to create a monopsony violates 17
the Clayton Act; 18
(4) establish simple, cost-effective decision rules 19
that require the parties to certain acquisitions that 20
either significantly increase concentration or are ex-21
tremely large bear the burden of establishing that 22
the acquisition will not materially harm competition; 23
(5) prohibit and deter exclusionary conduct that 24
harms competition, particularly by dominant firms; 25
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(6) enable the Department of Justice and the 1
Federal Trade Commission to seek civil monetary 2
penalties, in addition to existing remedies, for viola-3
tions of the Sherman Act; 4
(7) give the Department of Justice and the 5
Federal Trade Commission additional financial re-6
sources and enforcement tools to craft remedies for 7
individual violations that are effective to deter future 8
unlawful conduct and proportionate to the gravity of 9
the violation; 10
(8) provide further protections for those who 11
provide evidence of anticompetitive conduct to gov-12
ernment enforcers and potential financial rewards 13
for whistleblowers who provide information to the 14
government that leads to a criminal fine; and 15
(9) grant successful antitrust plaintiffs the 16
right to obtain prejudgment interest on damages 17
awards to further deter anticompetitive conduct and 18
increase compensation to injured parties. 19
SEC. 3. DEFINITION. 20
In this Act the term ‘‘antitrust laws’’— 21
(1) has the meaning given the term in the first 22
section of the Clayton Act (15 U.S.C. 12); and 23
(2) includes— 24
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(A) section 5 of the Federal Trade Com-1
mission Act (15 U.S.C. 45) to the extent that 2
such section applies to unfair methods of com-3
petition; and 4
(B) this Act and the amendments made by 5
this Act. 6
SEC. 4. UNLAWFUL ACQUISITIONS. 7
(a) M
ARKETPOWER.—Subsection (a) of the first sec-8
tion of the Clayton Act (15 U.S.C. 12) is amended by add-9
ing at the end the following: 10
‘‘The term ‘market power’ in this Act means the abil-11
ity of a person, or a group of persons acting in concert, 12
to profitably impose terms or conditions on counterparties, 13
including terms regarding price, quantity, product or serv-14
ice quality, or other terms affecting the value of consider-15
ation exchanged in the transaction, that are more favor-16
able to the person or group of persons imposing them than 17
what the person or group of persons could obtain in a com-18
petitive market.’’. 19
(b) U
NLAWFULACQUISITIONS.—Section 7 of the 20
Clayton Act (15 U.S.C. 18) is amended— 21
(1) in the first and second undesignated para-22
graphs, by striking ‘‘substantially to lessen’’ each 23
place that term appears and inserting ‘‘to create an 24
appreciable risk of materially lessening’’; 25
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(2) by inserting ‘‘or a monopsony’’ after ‘‘mo-1
nopoly’’ each place that term appears; and 2
(3) by adding at the end the following: 3
‘‘In a case brought by the United States, the Federal 4
Trade Commission, or a State attorney general, a court 5
shall determine that the effect of an acquisition described 6
in this section may be to create an appreciable risk of ma-7
terially lessening competition or to tend to create a monop-8
oly or a monopsony, in or affecting commerce, if— 9
‘‘(1) the acquisition would lead to a significant 10
increase in market concentration in any relevant 11
market; 12
‘‘(2) the acquisition would increase the ability 13
and incentive to engage in exclusionary conduct, as 14
defined in section 26A of the Clayton Act. 15
‘‘(3)(A) the acquiring person has a market 16
share of greater than 50 percent or otherwise has 17
significant market power, as a seller or a buyer, in 18
any relevant market, and as a result of the acquisi-19
tion, the acquiring person would obtain control over 20
entities or assets that compete or have a reasonable 21
probability of competing with the acquiring person 22
in the same relevant market; or 23
‘‘(B) as a result of the acquisition, the acquir-24
ing person would obtain control over entities or as-25
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sets that have a market share of greater than 50 1
percent or otherwise have significant market power, 2
as a seller or a buyer, in any relevant market, and 3
the acquiring person competes or has a reasonable 4
probability of competing with the entities or assets 5
over which it would obtain control, as a result of the 6
acquisition, in the same relevant market; 7
‘‘(4) the acquisition would lead to the combina-8
tion of entities or assets that compete or have a rea-9
sonable probability of competing in a relevant mar-10
ket, and either the acquiring person or the entities 11
or assets over which it would obtain control pre-12
vents, limits, or disrupts coordinated interaction 13
among competitors in a relevant market or has a 14
reasonable probability of doing so; 15
‘‘(5) the acquisition— 16
‘‘(A) would likely enable the acquiring per-17
son to unilaterally and profitably exercise mar-18
ket power or materially increase its ability to do 19
so; or 20
‘‘(B) would materially increase the prob-21
ability of coordinated interaction among com-22
petitors in any relevant market; or 23
‘‘(6)(A) the acquisition is not a transaction that 24
is described in section 7A(c); and 25
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‘‘(B)(i) as a result of such acquisition, the ac-1
quiring person would hold an aggregate total 2
amount of the voting securities and assets of the ac-3
quired person in excess of $5,000,000,000 (as ad-4
justed and published for each fiscal year beginning 5
after September 30, 2025, in the same manner as 6
provided in section 8(a)(5) to reflect the percentage 7
change in the gross national product for such fiscal 8
year compared to the gross national product for the 9
year ending September 30, 2024; or 10
‘‘(ii)(I) the person acquiring or the person being 11
acquired has assets, net annual sales, or a market 12
capitalization greater than $100,000,000,000 (as so 13
adjusted and published); and 14
‘‘(II) as a result of such acquisition, the acquir-15
ing person would hold an aggregate total amount of 16
the voting securities and assets of the acquired per-17
son in excess of $50,000,000 (as so adjusted and 18
published), 19
unless the acquiring or acquired person establishes, 20
by a preponderance of the evidence, that the effect 21
of the acquisition will not be to create an appreciable 22
risk of materially lessening competition or will not 23
tend to create a monopoly or a monopsony. In this 24
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paragraph, the term ‘materially’ means more than a 1
de minimis amount’’. 2
SEC. 5. POST-PROCEEDING DATA. 3
Section 7A of the Clayton Act (15 U.S.C. 18a) is 4
amended by adding at the end the following: 5
‘‘(l)(1) Each person who resolves a proceeding 6
brought under the antitrust laws by the Federal Trade 7
Commission or United States by entering into an agree-8
ment or by the final judgment in a Federal or administra-9
tive court regarding an acquisition with respect to which 10
notification is required under this section shall, on an an-11
nual basis during the 5-year period beginning on the date 12
on which the agreement is entered into, file with the Fed-13
eral Trade Commission or the Assistant Attorney General, 14
as applicable, and the Competition Advocate, information 15
sufficient for the Federal Trade Commission or the United 16
States, as applicable, to assess the competitive impact of 17
the acquisition, including— 18
‘‘(A) the pricing, availability, and quality of any 19
product or service, or inputs thereto, in any market, 20
that was covered by the agreement; 21
‘‘(B) the source, and the resulting magnitude 22
and extent, of any cost-saving efficiencies or any 23
benefits to consumers or trading partners that were 24
claimed as a benefit of the acquisition and the extent 25
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to which any cost savings were passed on to con-1
sumers or trading partners; and 2
‘‘(C) the effectiveness of any divestitures or any 3
conditions placed on the acquisition in fully restoring 4
competition. 5
‘‘(2) The requirement to provide the information de-6
scribed in paragraph (1) shall be included in an agreement 7
described in that paragraph. 8
‘‘(3) The Federal Trade Commission, with the con-9
currence of the Assistant Attorney General, by rule in ac-10
cordance with section 553 of title 5, United States Code, 11
and consistent with the purposes of this section— 12
‘‘(A) shall require that the information de-13
scribed in paragraph (1) be in such form and con-14
tain such documentary material and information rel-15
evant to an acquisition as is necessary and appro-16
priate to enable the Federal Trade Commission and 17
the Assistant Attorney General to assess the com-18
petitive impact of the acquisition under paragraph 19
(1); and 20
‘‘(B) may— 21
‘‘(i) define the terms used in this sub-22
section; 23
‘‘(ii) exempt, from the requirements of this 24
section, information not relevant in assessing 25
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the competitive impact of the acquisition under 1
paragraph (1); and 2
‘‘(iii) prescribe such other rules as may be 3
necessary and appropriate to carry out the pur-4
poses of this section.’’. 5
‘‘(4) The chief executive officer, chief financial offi-6
cer, general counsel, or a corporate officer of similar au-7
thority shall certify, under penalty of perjury, the accuracy 8
of a report under this subsection.’’. 9
SEC. 6. FEDERAL TRADE COMMISSION STUDY. 10
(a) I
NGENERAL.—Not later than 2 years after the 11
date of enactment of this Act, the Federal Trade Commis-12
sion, in consultation with the Securities and Exchange 13
Commission, shall conduct and publish a study, pursuant 14
to section 6(b) of the Federal Trade Commission Act, rely-15
ing on public data and information if available and suffi-16
cient, and incorporating public comment on— 17
(1) the extent to which an institutional investor 18
or related institutional investors have ownership or 19
control interests in competitors in moderately con-20
centrated or concentrated markets; 21
(2) the impacts of such overlapping ownership 22
or control on competition; and 23
(3) the mechanisms by which an institutional 24
investor could affect competition among the compa-25
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nies in which it invests and whether such mecha-1
nisms are prevalent. 2
(b) E
XEMPTIONFROMPAPERWORK REDUCTION 3
A
CT.—Chapter 35 of title 44, United States Code, shall 4
not apply to the collection of information under subsection 5
(a). 6
SEC. 7. GAO STUDIES. 7
(a) I
NGENERAL.—Not later than 18 months after 8
the date of enactment of this Act, the Comptroller General 9
of the United States shall— 10
(1) conduct and publish a study to assess the 11
success of merger remedies required by the Depart-12
ment of Justice or the Federal Trade Commission in 13
consent decrees entered into during the 8-year pe-14
riod ending on the date on which the study is con-15
ducted, including the impact on maintaining com-16
petition, a comparison of structural and conduct 17
remedies, and the viability of divested assets; and 18
(2) conduct a study on the impact of mergers 19
and acquisitions on wages, employment, innovation, 20
and new business formation. 21
(b) U
PDATE.—The Comptroller General of the 22
United States shall— 23
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(1) update the study under subsection (a)(1) 1
every 4 years after the date of enactment of this 2
Act, as added by section 5 of this Act; and 3
(2) identify specific remedies or alleged merger 4
benefits that require additional information or re-5
search. 6
SEC. 8. OFFICE OF COMPETITION ADVOCATE. 7
(a) D
EFINITIONS.—In this section— 8
(1) the term ‘‘agency’’ has the meaning given 9
the term in section 551 of title 5, United States 10
Code; 11
(2) the term ‘‘Chair’’ means the Chair of the 12
Commission; 13
(3) the term ‘‘Commission’’ means the Federal 14
Trade Commission; 15
(4) the term ‘‘covered company’’ means any 16
company that has, at any time, been required to 17
make a filing under section 7A of the Clayton Act 18
(15 U.S.C. 18a); and 19
(5) the term ‘‘Office’’ means the Office of the 20
Competition Advocate established under subsection 21
(b). 22
(b) E
STABLISHMENT.—There is established within 23
the Federal Trade Commission the Office of the Competi-24
tion Advocate. 25
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(c) COMPETITIONADVOCATE.— 1
(1) I
N GENERAL.—The head of the Office shall 2
be the Competition Advocate, who shall— 3
(A) report directly to, and be under the su-4
pervision of, the Chair, but the Chair shall not 5
prevent or prohibit the Competition Advocate 6
from initiating, carrying out, or completing any 7
of its duties under this section; 8
(B) be appointed by the Chair with the ap-9
proval of the Commission, including at least 1 10
Commissioner who is not a member of the same 11
political party as the Chair, from among indi-12
viduals having experience in advocating for the 13
promotion of competition; and 14
(C) serve a term of 7 years and shall not 15
be removable except upon a unanimous vote of 16
the Commission. 17
(2) C
OMPENSATION.—The annual rate of pay 18
for the Competition Advocate shall be equal to the 19
highest rate of annual pay for other senior execu-20
tives who report to the Chair of the Commission. 21
(3) L
IMITATION ON SERVICE .—An individual 22
who serves as the Competition Advocate may not be 23
employed by the Commission— 24
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(A) during the 2-year period ending on the 1
date of appointment as Competition Advocate; 2
and 3
(B) during the 5-year period beginning on 4
the date on which the person ceases to serve as 5
the Competition Advocate. 6
(d) S
TAFF OFOFFICE.—The Commission shall allo-7
cate funds from the Commission budget to the Office of 8
the Competition Advocate sufficient for the Competition 9
Advocate to retain or employ such counsel, research staff, 10
and service staff necessary to carry out the functions, pow-11
ers, and duties of the Office. 12
(e) D
UTIES ANDPOWERS.—The Competition Advo-13
cate shall— 14
(1) recommend processes or procedures that 15
will allow the Federal Trade Commission and the 16
Antitrust Division of the Department of Justice to 17
improve the ability of each agency to solicit reports 18
from consumers, small businesses, and workers 19
about possible anticompetitive practices or adverse 20
effects of concentration; 21
(2) provide recommendations to other agencies 22
about agency actions that may have anticompetitive 23
effects and the potential harm to competition; 24
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(3) provide recommendations to other agencies 1
about agency actions that may have procompetitive 2
effects and the potential benefit to competition; 3
(4) publish periodic reports on— 4
(A) the effects of remedies required by the 5
Department of Justice or the Federal Trade 6
Commission in consent decrees; 7
(B) the effects of law enforcement actions, 8
whether successful or not, including settle-9
ments, preliminary injunctions, court-mandated 10
remedies, or any other remedy imposed by a 11
court or agreed to by the Department of Justice 12
or Federal Trade Commission; 13
(C) the effects of a decision by the Depart-14
ment of Justice or the Federal Trade Commis-15
sion to allow any merger or transaction to move 16
forward without a consent decree or bringing a 17
law enforcement action; 18
(D) the effects of decisions and opinions 19
issues by State and Federal courts related to 20
the antitrust laws on competition and the fu-21
ture enforcement of the antitrust laws; and 22
(E) the effects of other agency actions, in-23
cluding rulemakings, on competition; 24
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(5) provide recommendations to the Federal 1
Trade Commission and Department of Justice about 2
the effectiveness of policy statements, guidelines, or 3
practices to improve the enforcement of the antitrust 4
laws; 5
(6) report any evidence the Competition Advo-6
cate obtains that any person, partnership, or cor-7
poration has engaged in transactions or conduct that 8
may constitute of a violation of the antitrust laws, 9
or any settlement, agreement, or consent decree re-10
lated to a potential violation of the antitrust laws, to 11
the Commission, which may institute further inves-12
tigation, initiate enforcement proceedings, or refer 13
such evidence to the Attorney General; 14
(7) request such information or assistance as 15
may be necessary for carrying out the duties and 16
powers described in this subsection from any agency 17
or unit thereof, including the Commission. The head 18
of any agency shall, insofar as is practicable and not 19
in contravention of any existing statutory restriction 20
or regulation of the agency from which the informa-21
tion is requested, furnish to the Competition Advo-22
cate such information or assistance; 23
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(8) have discretion to decide whether to release 1
the recommendations of the Competition Advocate 2
publicly; 3
(9) have access to all information and data col-4
lected and retained by the Office of Market Analysis 5
and Data; and 6
(10) submit all recommendations or reports to 7
the Committee on the Judiciary of the Senate and 8
the Committee on the Judiciary of the House of 9
Representatives. 10
(f) S
UBPOENAAUTHORITY.— 11
(1) I
N GENERAL.—The Competition Advocate 12
may either accept voluntary submissions of periodic 13
and other reports from any covered company, or 14
compel the production of such a report by subpoena 15
for the purpose of carrying out its duties and powers 16
in subsection (e). 17
(2) I
NDEPENDENT SUBPOENA AUTHORITY .— 18
Upon a finding that a covered company will not sub-19
mit, or has not submitted, a sufficient report volun-20
tarily, the Competition Advocate may, under its own 21
independent authority, and notwithstanding any ju-22
risdictional limitations in the Federal Trade Com-23
mission Act applicable to the Commission’s inves-24
tigative authority, compel the submission of a peri-25
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odic or other reports from any covered company by 1
issuing a subpoena. 2
(3) E
NFORCEMENT.—The Competition Advo-3
cate shall have independent authority to bring an ac-4
tion in any appropriate Federal court to enforce any 5
subpoena issued under this subsection. 6
(4) W
RITTEN FINDING.—Before issuing a sub-7
poena to collect the information described in para-8
graph (1), the Competition Advocate shall make a 9
written finding that— 10
(A) the data is required to carry out the 11
functions of the Competition Advocate; and 12
(B) the information is not available from a 13
public source, from the covered company on a 14
voluntary basis, or another agency. 15
(5) M
ITIGATION OF REPORT BURDEN .—Before 16
requiring the submission of a report from any cov-17
ered company, the Competition Advocate shall— 18
(A) coordinate with other agencies or au-19
thority; and 20
(B) whenever possible, rely on information 21
available from such agencies or authority. 22
(6) C
ONFIDENTIALITY.—Information reported 23
to or otherwise obtained by the Competition Advo-24
cate shall be subject to the same confidentiality re-25
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quirements and protection applicable to information 1
reported to or otherwise obtained by the Commis-2
sion. 3
SEC. 9. OFFICE OF MARKET ANALYSIS AND DATA. 4
(a) E
STABLISHMENT.—There is established, within 5
the Federal Trade Commission, an Office of Market Anal-6
ysis and Data. 7
(b) D
UTIES.—The Office of Market Analysis and 8
Data shall, in consultation with the Bureau of Economics, 9
assist the Federal Trade Commission in— 10
(1) collecting, validating, and maintaining data 11
obtained from agencies, as defined in section 551 of 12
title 5, United States Code, commercial data pro-13
viders, publicly available data sources, any covered 14
company, and any data obtained by the Commission 15
pursuant to its authority under section 6(b) of the 16
Federal Trade Commission Act (15 U.S.C. 46(b)), 17
for the purpose of carrying out the functions in 18
paragraphs (2) through (6); 19
(2) preparing and publishing, in a manner that 20
is easily accessible to the public— 21
(A) a concentration database; 22
(B) a merger enforcement database; and 23
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(C) any other database that the Commis-1
sion determines is necessary to carry out the 2
duties of the Office; 3
(3) collecting and publishing data regarding 4
concentration levels across industries and the impact 5
and degree of antitrust enforcement; 6
(4) standardizing the types and formats of data 7
reported and collected, including standards for re-8
porting financial transaction and position data; 9
(5) publishing reports regarding competitive 10
conditions and dynamics affecting markets or indus-11
try sectors, in the United States, local geographic 12
markets, different demographic and socioeconomic 13
groups (including the effects that market concentra-14
tion, mergers and acquisitions, certain types of 15
agreements, and other forms of business conduct 16
have on competition), consumers, workers, innova-17
tion, the economic competitiveness of the United 18
States, economic resilience, and national security; 19
and 20
(6) publishing reports concerning the competi-21
tive effects of acquisitions, which shall include rec-22
ommendations concerning appropriate enforcement 23
action to remedy any anticompetitive effects discov-24
ered, and may include assessments of— 25
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(A) the conditions of the relevant markets 1
affected by the acquisition, over the period since 2
the acquisition was consummated, including, 3
but not limited to, the potential impact that the 4
acquisition has had on— 5
(i) the prices of goods or services, in-6
cluding wages in any affected labor mar-7
kets; 8
(ii) the output and quality of goods 9
and services; 10
(iii) the entry or exit of competitors; 11
(iv) innovation; 12
(v) consumer choice and product vari-13
ety; 14
(vi) the opportunity of suppliers and 15
vendors to sell their products or services; 16
(vii) coordinated interaction between 17
competitors; and 18
(viii) subsequent mergers and acquisi-19
tions activity; 20
(B) whether the acquiring person or its 21
successors in interest— 22
(i) complied with all obligations under 23
any agreement with the Federal Trade 24
Commission, the United States, or State 25
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law enforcement authorities to resolve a 1
proceeding brought under the antitrust 2
laws; and 3
(ii) achieved measurable, transaction- 4
specific efficiencies, which did not arise 5
from anticompetitive reductions of output, 6
as a result of the acquisition; and 7
(C) whether any agreements with the Fed-8
eral Trade Commission or the United States or 9
remedies imposed by a Federal court to resolve 10
a proceeding brought under the antitrust laws 11
regarding the acquisition was effective in miti-12
gating the anticompetitive effects from the ac-13
quisition. 14
(c) I
NFORMATIONSECURITY.—The Commission shall 15
ensure that data collected and maintained by the Office 16
of Market Analysis and Data is kept secure and protected 17
against unauthorized disclosure. 18
(d) R
EGULATIONS.—The Commission may, under 19
section 553 of title 5, United States Code, promulgate reg-20
ulations relating to the collection and standardizing of 21
data under subsection (b). 22
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SEC. 10. EXCLUSIONARY CONDUCT. 1
(a) I
NGENERAL.—The Clayton Act (15 U.S.C. 12 2
et seq.) is amended by inserting after section 26 (15 3
U.S.C. 26a) the following: 4
‘‘SEC. 26A. EXCLUSIONARY CONDUCT. 5
‘‘(a) D
EFINITIONS.—In this section: 6
‘‘(1) E
XCLUSIONARY CONDUCT .— 7
‘‘(A) I
N GENERAL.—The term ‘exclu-8
sionary conduct’ means conduct that— 9
‘‘(i) materially disadvantages 1 or 10
more actual or potential competitors; or 11
‘‘(ii) tends to foreclose or limit the 12
ability or incentive of 1 or more actual or 13
potential competitors to compete. 14
‘‘(B) L
IMITATIONS.— 15
‘‘(i) I
N GENERAL.—Applying for or 16
enforcing a patent, trademark, or copy-17
right, unless such applications or enforce-18
ment actions are baseless or made in bad 19
faith or in violation of a legal obligation, 20
shall not alone constitute exclusionary con-21
duct, but such actions may be considered 22
as part of a course of conduct that con-23
stitutes exclusionary conduct. 24
‘‘(ii) C
ONDUCT.—Conduct that is nec-25
essary to comply with Federal or State law 26
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shall not alone constitute exclusionary con-1
duct, but such actions may be considered 2
as part of a course of conduct that con-3
stitutes exclusionary conduct. 4
‘‘(2) M
ARKET POWER .—The term ‘market 5
power’ means the ability of a person, or a group of 6
persons acting in concert, to profitably impose terms 7
or conditions on counterparties, including terms re-8
garding price, quantity, product or service quality, 9
or other terms affecting the value of consideration 10
exchanged in the transaction, that are more favor-11
able to the person or group of persons imposing 12
them than what the person or group of persons 13
could obtain in a competitive market. 14
‘‘(b) V
IOLATION.— 15
‘‘(1) I
N GENERAL.—It shall be unlawful for a 16
person, acting alone or in concert with other per-17
sons, to engage in exclusionary conduct that pre-18
sents an appreciable risk of harming competition. 19
‘‘(2) U
NFAIR METHOD OF COMPETITION .—A 20
violation of paragraph (1) shall also constitute an 21
unfair method of competition under section 5 of the 22
Federal Trade Commission Act (15 U.S.C. 45). 23
‘‘(c) P
RESUMPTION.— 24
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‘‘(1) IN GENERAL.—Except as provided in para-1
graph (2), exclusionary conduct shall be presumed to 2
present an appreciable risk of harming competition 3
and shall be a violation of subsection (b)(1) if the 4
exclusionary conduct is undertaken, with respect to 5
a relevant market, by a person or by a group of 6
more than 1 person acting in concert that— 7
‘‘(A) has a market share of greater than 8
50 percent as a seller or a buyer in the relevant 9
market; or 10
‘‘(B) otherwise has significant market 11
power in the relevant market. 12
‘‘(2) E
XCEPTION.—Paragraph (1) shall not 13
apply if the defendant establishes, by a preponder-14
ance of the evidence, that— 15
‘‘(A) distinct procompetitive benefits of the 16
exclusionary conduct in the relevant market 17
eliminate the risk of harming competition pre-18
sented by the exclusionary conduct; 19
‘‘(B) 1 or more persons, not including any 20
person participating in or facilitating the exclu-21
sionary conduct, have entered or expanded their 22
presence in the market with the effect of elimi-23
nating the risk of harming competition posed by 24
the exclusionary conduct; or 25
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‘‘(C) the exclusionary conduct does not 1
present an appreciable risk of harming competi-2
tion. 3
‘‘(d) C
ONSIDERATIONS.—If the presumption in sub-4
section (c) does not apply, the determination of whether 5
exclusionary conduct presents an appreciable risk of harm-6
ing competition shall be based on the totality of the cir-7
cumstances, which may include consideration of— 8
‘‘(1) the extent to which any distinct procom-9
petitive benefits of the exclusionary conduct substan-10
tially eliminate the risk of harming competition pre-11
sented by the exclusionary conduct; and 12
‘‘(2) whether 1 or more persons, not including 13
any person participating in or facilitating the exclu-14
sionary conduct, have entered or expanded their 15
presence in the market, substantially eliminating the 16
risk of harming competition presented by the exclu-17
sionary conduct. 18
‘‘(e) L
IMITATIONS.—Although the following cir-19
cumstances may constitute evidence of a violation of sub-20
section (b)(1), such violation does not require finding— 21
‘‘(1) that the unilateral conduct of the defend-22
ant altered or terminated a prior course of dealing 23
between the defendant and a person subject to the 24
exclusionary conduct; 25
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‘‘(2) that the defendant treated persons subject 1
to the exclusionary conduct differently than the de-2
fendant treated other persons; 3
‘‘(3) that any price of the defendant for a prod-4
uct or service was below any measure of the costs 5
to the defendant of providing the product or service; 6
‘‘(4) that a defendant with significant market 7
power in a relevant market has recouped or is likely 8
to recoup the losses it incurred or incurs from below- 9
cost pricing for products or services in the relevant 10
market; 11
‘‘(5) that the conduct of the defendant makes 12
no economic sense apart from its tendency to harm 13
competition; 14
‘‘(6) that the risk of harming competition pre-15
sented by the conduct of the defendant or any re-16
sulting actual harm to competition have been quan-17
tified or proven with quantitative evidence; or 18
‘‘(7) that when a defendant operates a multi- 19
sided platform business, the conduct of the defend-20
ant presents an appreciable risk of harming competi-21
tion on more than 1 side of the multi-sided platform. 22
‘‘(f) C
IVILPENALTIES.—Any person who violates 23
subsection (b)(1) shall be liable to the United States for 24
a civil penalty, which may be recovered in a civil action 25
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brought by the Attorney General of the United States, of 1
not more than the greater of— 2
‘‘(1) 15 percent of the total United States reve-3
nues of the person for the previous calendar year; or 4
‘‘(2) 30 percent of the United States revenues 5
of the person in any line of commerce affected or 6
targeted by the unlawful conduct during the period 7
of the unlawful conduct.’’. 8
(b) F
EDERALTRADECOMMISSIONAUTHORITY.— 9
(1) I
N GENERAL.—The Clayton Act (15 U.S.C. 10
12 et seq.) is amended by inserting after section 11
26A, as added by subsection (a), the following: 12
‘‘SEC. 26B. CIVIL PENALTIES. 13
‘‘(a) C
IVILPENALTY FORVIOLATION OFSECTION 14
26A
OF THECLAYTONACT.—The Commission may com-15
mence a civil action in a district court of the United States 16
against any person, partnership, or corporation who vio-17
lates section 26A(b)(1) to recover a civil penalty, which 18
shall accrue to the United States, in an amount not more 19
than the greater of— 20
‘‘(1) 15 percent of the total United States reve-21
nues of the person, partnership, or corporation for 22
the previous calendar year; or 23
‘‘(2) 30 percent of the United States revenues 24
of the person, partnership, or corporation in any line 25
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of commerce affected or targeted by the unlawful 1
conduct during the period of the unlawful conduct. 2
‘‘(b) C
OMMISSIONLITIGATIONAUTHORITY.—Except 3
as otherwise provided in section 16(a)(3) of the Federal 4
Trade Commission Act (15 U.S.C. 56(a)(3)), the Commis-5
sion shall have exclusive authority to commence or defend, 6
and supervise the litigation of, any civil action authorized 7
under section 26A and any appeal of such action in its 8
own name by any of its attorneys designated by it for such 9
purpose, unless the Commission authorizes the Attorney 10
General to do so. The Commission shall inform the Attor-11
ney General of the exercise of such authority, and such 12
exercise shall not preclude the Attorney General from in-13
tervening on behalf of the United States in such action 14
and any appeal of such action as may be otherwise pro-15
vided by law.’’. 16
(c) E
NFORCEMENTGUIDELINES.— 17
(1) I
N GENERAL.—Not later than 1 year after 18
the date of enactment of this Act, the Attorney Gen-19
eral and the Federal Trade Commission shall issue 20
joint guidelines outlining policies, practices, and ana-21
lytical techniques relating to agency enforcement 22
under section 26A of the Clayton Act, as added by 23
subsection (a) of this section, with the goal of pro-24
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moting transparency and deterring violations of such 1
section 26A. 2
(2) U
PDATES.—The Attorney General and the 3
Federal Trade Commission shall update the joint 4
guidelines issued under subsection (a), as needed to 5
reflect current agency policies and practices, but not 6
less frequently than once every 5 years beginning on 7
the date of enactment of this Act. 8
(3) P
UBLIC NOTICE AND COMMENT .— 9
(A) G
UIDELINES.—Before issuing guide-10
lines under paragraph (1) or (2), the Attorney 11
General and the Federal Trade Commission 12
shall publish proposed guidelines in draft form 13
and provide public notice and opportunity for 14
comment for not less than 60 days after the 15
date on which the guidelines are published. 16
(B) I
NAPPLICABILITY OF RULEMAKING 17
PROVISIONS.—The provisions of section 553 of 18
title 5, United States Code, shall not apply to 19
the guidelines issued under this section. 20
SEC. 11. PENALTIES FOR SHERMAN ACT VIOLATIONS. 21
(a) C
IVILPENALTYAMENDMENTS.— 22
(1) S
ECTION 1 OF THE SHERMAN ACT .—Section 23
1 of the Sherman Antitrust Act (15 U.S.C. 1) is 24
amended— 25
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(A) by striking ‘‘Every’’ and inserting ‘‘(a) 1
Every’’; and 2
(B) by adding at the end the following: 3
‘‘(b)(1) Every person who violates this section shall 4
be liable to the United States for a civil or criminal penalty 5
of not more than the greater of— 6
‘‘(A) 15 percent of the total United States reve-7
nues of the person for the previous calendar year; or 8
‘‘(B) 30 percent of the United States revenues 9
of the person in any part of the trade or commerce 10
related to or targeted by the unlawful conduct under 11
this section during the period of the unlawful con-12
duct. 13
‘‘(2) A penalty under this section may be recovered 14
in a civil or criminal action brought by the United 15
States.’’. 16
(2) S
ECTION 2 OF THE SHERMAN ACT .—Section 17
2 of the Sherman Antitrust Act (15 U.S.C. 2) is 18
amended— 19
(A) by striking ‘‘Every’’ and inserting ‘‘(a) 20
Every’’; and 21
(B) by adding at the end the following 22
‘‘(b)(1) Every person who violates this section shall 23
be liable to the United States for a civil penalty of not 24
more than the greater of— 25
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‘‘(A) 15 percent of the total United States reve-1
nues of the person for the previous calendar year; or 2
‘‘(B) 30 percent of the United States revenues 3
of the person in any part of the trade or commerce 4
related to or targeted by the unlawful conduct under 5
this section during the period of the unlawful con-6
duct. 7
‘‘(2) A civil penalty under this section may be recov-8
ered in a civil action brought by the United States.’’. 9
(3) S
ECTION 5 OF THE FEDERAL TRADE COM -10
MISSION ACT.—Section 5 of the Federal Trade Com-11
mission Act (15 U.S.C. 45) is amended by adding at 12
the end the following: 13
‘‘(o)(1) The Commission may commence a civil action 14
in a district court of the United States against any person, 15
partnership, or corporation for a violation of subsection 16
(a)(1) respecting an unfair method of competition that 17
constitutes a violation of sections 1 or 2 of the Sherman 18
Act (15 U.S.C. 1, 2) and to recover a civil penalty for 19
such violation. 20
‘‘(2) In an action under paragraph (1), any person, 21
partnership, or corporation found to have violated sub-22
section (a)(1) respecting an unfair method of competition 23
that constitutes a violation of section 1 or 2 of the Sher-24
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man Act (15 U.S.C. 1, 2) shall be liable for a civil penalty 1
of not more than the greater of— 2
‘‘(A) 15 percent of the total United States reve-3
nues of the person, partnership, or corporation for 4
the previous calendar year; or 5
‘‘(B) 30 percent of the United States revenues 6
of the person, partnership, or corporation in any line 7
of commerce related to or targeted by the unlawful 8
conduct described in paragraph (1) during the pe-9
riod of the unlawful conduct.’’. 10
(4) S
ECTION 16 OF THE FEDERAL TRADE COM -11
MISSION ACT.—Section 16(a)(2) of the Federal 12
Trade Commission Act (15 U.S.C. 56(a)(2)) is 13
amended— 14
(A) in subparagraph (D), by striking ‘‘or’’ 15
at the end; 16
(B) in subparagraph (E)— 17
(i) by moving the margins 2 ems to 18
the left; and 19
(ii) by striking the semicolon and in-20
serting ‘‘; or’’; and 21
(C) by inserting after subparagraph (E) 22
the following: 23
‘‘(F) to recover civil penalties under section 24
5(o);’’. 25
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(b) RULE OFCONSTRUCTION.—The civil penalties 1
provided in subsection (b) of section 1 of the Sherman 2
Act (15 U.S.C. 1), subsection (b) of section 2 of the Sher-3
man Act (15 U.S.C. 2), and subsection (o) of section 5 4
of the Federal Trade Commission Act (15 U.S.C. 45), as 5
added by subsection (a) of this section, are in addition 6
to, and not in lieu of, any other remedy provided by Fed-7
eral law, including under— 8
(1) section 4 or 16 of the Clayton Act (15 9
U.S.C. 15, 26); or 10
(2) section 13(b) of the Federal Trade Commis-11
sion Act (15 U.S.C. 53(b)). 12
SEC. 12. JOINT CIVIL PENALTY GUIDELINES. 13
(a) I
NGENERAL.—Not later than 1 year after the 14
date of enactment of this Act, the Attorney General and 15
the Federal Trade Commission shall issue joint guidelines 16
reflecting agency policies for determining the appropriate 17
amount of a civil penalty to be sought under sections 1(b) 18
and 2(b) of the Sherman Act (15 U.S.C. 1, 2), section 19
26A(f) of the Clayton Act, as added by section 10(a) of 20
this Act, and section 5(o) of the Federal Trade Commis-21
sion Act (15 U.S.C. 45), as added by section 11(a) of this 22
Act, with the goal of promoting transparency and seeking 23
remedies for individual violations that are effective in de-24
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terring future unlawful conduct and proportionate to the 1
gravity of the violation. 2
(b) C
ONSIDERATIONS.—In determining civil penalty 3
amounts under sections 1(b) and 2(b) of the Sherman Act 4
(15 U.S.C. 1, 2), section 26A(f) of the Clayton Act, as 5
added by section 10(a) of this Act, and section 5(o) of 6
the Federal Trade Commission Act (15 U.S.C. 45), as 7
added by section 11(a) of this Act, a district court of the 8
United States shall consider— 9
(1) the volume of commerce affected; 10
(2) the duration and severity of the unlawful 11
conduct; 12
(3) the intent of the person undertaking the un-13
lawful conduct; 14
(4) the extent to which the unlawful conduct 15
was egregious or a clear violation of the law; 16
(5) whether the civil penalty is to be applied in 17
combination with other remedies, including— 18
(A) structural remedies, behavioral condi-19
tions, or equitable disgorgement; or 20
(B) other remedies available under section 21
4, 4A, 15, or 16 of the Clayton Act (15 U.S.C. 22
15, 15a, 25, 26) or section 13(b) of the Federal 23
Trade Commission Act (15 U.S.C. 53(b)); 24
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(6) whether the person has previously engaged 1
in the same or similar anticompetitive conduct; 2
(7) the extent to which the penalty will act to 3
deter future violations of the antitrust laws; and 4
(8) whether the person undertook the conduct 5
in violation of a preexisting consent decree or court 6
order. 7
(c) U
PDATES.—The Attorney General and the Fed-8
eral Trade Commission shall update the joint guidelines 9
issued under subsection (a), as needed to reflect current 10
agency policies and practices, but not less frequently than 11
once every 5 years beginning on the date of enactment 12
of this Act. 13
(d) P
UBLICNOTICE ANDCOMMENT.— 14
(1) G
UIDELINES.—Before issuing guidelines 15
under subsection (a) or subsection (c), the Attorney 16
General and the Federal Trade Commission shall 17
publish proposed guidelines in draft form and pro-18
vide public notice and opportunity for comment for 19
not less than 60 days after the date on which the 20
guidelines are published. 21
(2) I
NAPPLICABILITY OF RULEMAKING PROVI -22
SIONS.—The provisions of section 553 of title 5, 23
United States Code, shall not apply to the guidelines 24
issued under this section. 25
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SEC. 13. MARKET DEFINITION. 1
(a) I
NGENERAL.—Establishing liability under the 2
antitrust laws does not require the definition of a relevant 3
market, except when the definition of a relevant market 4
is required, to establish a presumption or to resolve a 5
claim, under a statutory provision that explicitly ref-6
erences the terms ‘‘relevant market’’, ‘‘market concentra-7
tion’’, or ‘‘market share’’. Statutory references to the term 8
‘‘line of commerce’’ shall not constitute an exception to 9
the foregoing rule that establishing liability under the 10
antitrust laws does not require the definition of a relevant 11
market. 12
(b) D
IRECTEVIDENCE.—If direct evidence in the 13
record is sufficient to prove actual or likely harm to com-14
petition, an appreciable risk to competition sufficient to 15
satisfy the applicable statutory standard, or that the effect 16
of an acquisition subject to section 7 of the Clayton Act 17
(15 U.S.C. 18) may be to create an appreciable risk of 18
materially lessening competition or to tend to create a mo-19
nopoly or a monopsony, neither a court nor the Federal 20
Trade Commission shall require definition of a relevant 21
market in order to evaluate the evidence, to find liability, 22
or to find that a claim has been stated under the antitrust 23
laws. 24
(c) R
ULE OFCONSTRUCTION.—Nothing in this sec-25
tion may be construed to prevent a court or the Federal 26
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Trade Commission from considering evidence relating to 1
the definition of proposed relevant markets to evaluate the 2
merits of a claim under the antitrust laws. 3
SEC. 14. LIMITATIONS ON IMPLIED IMMUNITY FROM THE 4
ANTITRUST LAWS. 5
(a) I
NGENERAL.—In any action or proceeding to en-6
force the antitrust laws with respect to conduct that is 7
regulated under Federal statute, no court or adjudicatory 8
body may find that the Federal statute, or any rule or 9
regulation promulgated in accordance with the Federal 10
statute, implicitly precludes application of the antitrust 11
laws to the conduct unless— 12
(1) a Federal agency or department actively 13
regulates the conduct under the Federal statute; 14
(2) the Federal statute does not include any 15
provision preserving the rights, claims, or remedies 16
under the applicable antitrust laws or under any 17
area of law that includes the antitrust laws; and 18
(3) Federal agency or department rules or regu-19
lations, adopted by rulemaking or adjudication, ex-20
plicitly require or authorize the defendant to under-21
take the conduct. 22
(b) E
XISTINGFEDERALREGULATION.—In any ac-23
tion or proceeding described in subsection (a), the anti-24
trust laws shall be applied fully and without qualification 25
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or limitation, and the scope of the antitrust laws shall not 1
be defined more narrowly on account of the existence of 2
Federal rules, regulations, or regulatory agencies or de-3
partments, unless application of the antitrust laws is pre-4
cluded or limited by— 5
(1) an explicit exemption from the antitrust 6
laws under a Federal statute; or 7
(2) an implied immunity that satisfies the re-8
quirements under subsection (a). 9
SEC. 15. WHISTLEBLOWER PROTECTIONS. 10
(a) P
ROTECTIONS FOR CIVILWHISTLEBLOWERS.— 11
The Clayton Act (15 U.S.C. 12 et seq.) is amended by 12
inserting after section 27 (15 U.S.C. 26b) the following: 13
‘‘SEC. 27A. ANTI-RETALIATION PROTECTION FOR CIVIL 14
WHISTLEBLOWERS. 15
‘‘(a) W
HISTLEBLOWER PROTECTIONS FOR EMPLOY-16
EES, CONTRACTORS, SUBCONTRACTORS, ANDAGENTS.— 17
‘‘(1) I
N GENERAL.—No employer may dis-18
charge, demote, suspend, threaten, harass, or in any 19
other manner discriminate against a covered indi-20
vidual in the terms and conditions of employment of 21
the covered individual because of any lawful act done 22
by the covered individual— 23
‘‘(A) to provide or cause to be provided to 24
the Federal Government or a person with su-25
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pervisory authority over the covered individual 1
(or such other person working for the employer 2
who has the authority to investigate, discover, 3
or terminate misconduct) information relating 4
to any violation of, or any act or omission the 5
covered individual reasonably believes to be a 6
violation of, the applicable antitrust laws; or 7
‘‘(B) to cause to be filed, testify in, partici-8
pate in, or otherwise assist a Federal Govern-9
ment investigation or a Federal Government 10
proceeding filed or about to be filed (with any 11
knowledge of the employer) relating to any vio-12
lation of, or any act or omission the covered in-13
dividual reasonably believes to be a violation of, 14
the applicable antitrust laws. 15
‘‘(2) L
IMITATION ON PROTECTIONS .—Para-16
graph (1) shall not apply to any covered individual 17
if— 18
‘‘(A) the covered individual planned and 19
initiated a violation or attempted violation of 20
the applicable antitrust laws; 21
‘‘(B) the covered individual planned and 22
initiated a violation or attempted violation of a 23
criminal law in conjunction with a violation or 24
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attempted violation of the applicable antitrust 1
laws; or 2
‘‘(C) the covered individual planned and 3
initiated an obstruction or attempted obstruc-4
tion of an investigation by the Federal Govern-5
ment of a violation of the applicable antitrust 6
laws. 7
‘‘(3) D
EFINITIONS.—In this section: 8
‘‘(A) A
PPLICABLE ANTITRUST LAWS .—The 9
term ‘applicable antitrust laws’ means section 10
1, 2, or 3 of the Sherman Act (15 U.S.C. 1, 2, 11
and 3) or section 5 of the Federal Trade Com-12
mission Act (15 U.S.C. 45) to the extent that 13
such section applies to unfair methods of com-14
petition. 15
‘‘(B) C
OVERED INDIVIDUAL .—The term 16
‘covered individual’ means an employee, con-17
tractor, subcontractor, or agent of an employer. 18
‘‘(C) E
MPLOYER.—The term ‘employer’ 19
means a person, or any officer, employee, con-20
tractor, subcontractor, or agent of such person. 21
‘‘(D) F
EDERAL GOVERNMENT .—The term 22
‘Federal Government’ means— 23
‘‘(i) a Federal regulatory or law en-24
forcement agency; or 25
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‘‘(ii) any Member of Congress or com-1
mittee of Congress. 2
‘‘(E) P
ERSON.—The term ‘person’ has the 3
same meaning as in subsection (a) of the first 4
section of the Clayton Act (15 U.S.C. 12(a)). 5
‘‘(b) E
NFORCEMENTACTION.— 6
‘‘(1) I
N GENERAL.—A covered individual who 7
alleges discharge or other discrimination by any em-8
ployer in violation of subsection (a) may seek relief 9
under subsection (c) by— 10
‘‘(A) filing a complaint with the Secretary 11
of Labor; or 12
‘‘(B) if the Secretary of Labor has not 13
issued a final decision within 180 days of the 14
filing of the complaint and there is no showing 15
that such delay is due to the bad faith of the 16
claimant, bringing an action at law or equity 17
for de novo review in the appropriate district 18
court of the United States, which shall have ju-19
risdiction over such an action without regard to 20
the amount in controversy. 21
‘‘(2) P
ROCEDURE.— 22
‘‘(A) I
N GENERAL.—A complaint filed with 23
the Secretary of Labor under paragraph (1)(A) 24
shall be governed under the rules and proce-25
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dures set forth in section 42121(b) of title 49, 1
United States Code. 2
‘‘(B) E
XCEPTION.—Notification made 3
under section 42121(b)(1) of title 49, United 4
States Code, shall be made to any individual 5
named in the complaint and to the employer. 6
‘‘(C) B
URDENS OF PROOF .—An action 7
brought under paragraph (1)(B) shall be gov-8
erned by the legal burdens of proof set forth in 9
section 42121(b) of title 49, United States 10
Code. 11
‘‘(D) S
TATUTE OF LIMITATIONS .—A com-12
plaint under paragraph (1)(A) shall be filed 13
with the Secretary of Labor not later than 180 14
days after the date on which the violation of 15
this section occurs. 16
‘‘(E) C
IVIL ACTIONS TO ENFORCE .—If a 17
person fails to comply with an order or prelimi-18
nary order issued by the Secretary of Labor 19
pursuant to the procedures set forth in section 20
42121(b) of title 49, United States Code, the 21
Secretary of Labor or the person on whose be-22
half the order was issued may bring a civil ac-23
tion to enforce the order in the district court of 24
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the United States for the judicial district in 1
which the violation occurred. 2
‘‘(c) R
EMEDIES.— 3
‘‘(1) I
N GENERAL.—A covered individual pre-4
vailing in any action under subsection (b)(1) shall be 5
entitled to all relief necessary to make the covered 6
individual whole. 7
‘‘(2) C
OMPENSATORY DAMAGES .—Relief for any 8
action under paragraph (1) shall include— 9
‘‘(A) reinstatement with the same seniority 10
status that the covered individual would have 11
had, but for the discrimination; 12
‘‘(B) the amount of back pay, with inter-13
est; and 14
‘‘(C) compensation for any special damages 15
sustained as a result of the discrimination in-16
cluding litigation costs, expert witness fees, and 17
reasonable attorney’s fees. 18
‘‘(d) R
IGHTSRETAINED BY WHISTLEBLOWERS.— 19
Nothing in this section shall be deemed to diminish the 20
rights, privileges, or remedies of any covered individual 21
under any Federal or State law, or under any collective 22
bargaining agreement.’’. 23
(b) W
HISTLEBLOWER REWARD.—The Antitrust 24
Criminal Penalty Enhancement and Reform Act of 2004 25
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(15 U.S.C. 1 note) is amended by inserting after section 1
216 (15 U.S.C. 7a–3) the following: 2
‘‘SEC. 217. CRIMINAL ANTITRUST WHISTLEBLOWER INCEN-3
TIVES. 4
‘‘(a) D
EFINITIONS.—In this section the following 5
definitions shall apply: 6
‘‘(1) A
NTITRUST LAWS.—The term ‘antitrust 7
laws’ means section 1 or 3 of the Sherman Act (15 8
U.S.C. 1 and 3). 9
‘‘(2) C
OLLECTED PROCEEDS .—The term ‘col-10
lected proceeds’ means any sanctions, fines, pen-11
alties, or awards obtained in any covered enforce-12
ment action, whether by judgment, settlement, or a 13
deferred prosecution agreement. 14
‘‘(3) C
OVERED ENFORCEMENT ACTION .—The 15
term ‘covered enforcement action’ means any crimi-16
nal action brought by the Attorney General under 17
the antitrust laws that results in collected proceeds 18
exceeding $1,000,000. 19
‘‘(4) O
RIGINAL INFORMATION .—The term 20
‘original information’ means information that— 21
‘‘(A) is derived from the personal knowl-22
edge of a whistleblower; 23
‘‘(B) is not known to the Attorney General 24
or the Department of Justice from any other 25
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source, unless the whistleblower is the original 1
source of the information; 2
‘‘(C) is not exclusively derived from an al-3
legation made in a judicial or administrative 4
hearing, in a governmental report, hearing, 5
audit, or investigation, or from the news media, 6
unless the whistleblower is a source of the infor-7
mation; and 8
‘‘(D) is not already required to be disclosed 9
to the Department of Justice or another Fed-10
eral agency. 11
‘‘(5) R
ELATED ACTION.—The term ‘related ac-12
tion’, when used with respect to any covered enforce-13
ment action brought by the Attorney General, means 14
any criminal action brought by another United 15
States entity that is based upon the original infor-16
mation provided by a whistleblower that led to the 17
successful enforcement action by the Attorney Gen-18
eral. 19
‘‘(6) W
HISTLEBLOWER.—The term ‘whistle-20
blower’ means any individual who provides, informa-21
tion relating to a violation of the antitrust laws to 22
the Department of Justice, in a manner established 23
by the Department of Justice. 24
‘‘(b) A
WARDS.— 25
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‘‘(1) IN GENERAL.—In a covered enforcement 1
action, or related action, the Attorney General, sub-2
ject to subsection (c), may pay an award or awards 3
to a whistleblower who voluntarily provided original 4
information to the Department of Justice that led to 5
the successful enforcement of the covered enforce-6
ment action, or related action, in an amount not less 7
than 10 percent and not more than 30 percent, in 8
total, of what has been collected of the criminal fine 9
imposed in the covered enforcement action or related 10
action under the antitrust laws; 11
‘‘(2) P
AYMENT.—Any amount paid under para-12
graph (1) shall be paid from the criminal fine col-13
lected in the covered enforcement action. 14
‘‘(c) D
ETERMINATION OF AMOUNT OFAWARD; DE-15
NIAL OFAWARD.— 16
‘‘(1) D
ETERMINATION OF AMOUNT OF 17
AWARD.— 18
‘‘(A) D
ISCRETION.—The determination of 19
the amount of an award made under subsection 20
(b) shall be at the discretion of the Attorney 21
General. 22
‘‘(B) C
RITERIA.—In determining the 23
amount of an award made under subsection (b), 24
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the Attorney General shall take into consider-1
ation— 2
‘‘(i) the significance of the informa-3
tion provided by the whistleblower to the 4
success of the covered enforcement action; 5
‘‘(ii) the degree of assistance and co-6
operation provided by the whistleblower in 7
a covered enforcement action; 8
‘‘(iii) the interest of the Department 9
of Justice in deterring criminal violations 10
of the antitrust laws by making awards to 11
whistleblowers who provide information 12
that lead to the successful covered enforce-13
ment actions; and 14
‘‘(iv) such additional relevant factors 15
as the Attorney General may establish. 16
‘‘(2) D
ENIAL OF AWARD .—No award under 17
subsection (b) shall be made— 18
‘‘(A) to any whistleblower who is, or was at 19
the time the whistleblower acquired the original 20
information submitted to the Commission, a 21
member, officer, or employee of— 22
‘‘(i) any branch, agency, or instru-23
mentality of the Federal Government; or 24
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‘‘(ii) any law enforcement organiza-1
tion; 2
‘‘(B) to any whistleblower who is convicted 3
of a criminal violation related to the covered en-4
forcement action for which the whistleblower 5
otherwise could receive an award under this sec-6
tion; 7
‘‘(C) to any whistleblower who was an 8
originator or leader of or who coerced any other 9
party to participate in the activity giving rise to 10
liability under the antitrust laws in the covered 11
enforcement action for which the whistleblower 12
otherwise could receive an award under this sec-13
tion; 14
‘‘(D) to any whistleblower who fails to re-15
spond provide timely, truthful, continuing, and 16
complete cooperation to the Department of Jus-17
tice relating to the original information or in-18
tentionally withholds information relating to the 19
original information; 20
‘‘(E) to any whistleblower who commits, 21
participates in, or attempts to commit or par-22
ticipate in any crimes after disclosing the origi-23
nal information to the Department of Justice; 24
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‘‘(F) to any whistleblower who fails to sub-1
mit information to the Department of Justice in 2
such form as the Department may require, or 3
failed to report relevant information to the De-4
partment known to the whistleblower when the 5
whistleblower first reported the information to 6
the Department; 7
‘‘(G) to any whistleblower who fails to sub-8
mit information to the Department of Justice in 9
such form as the Department may require as 10
prescribed by regulation; 11
‘‘(H) to any whistleblower who planned 12
and initiated an obstruction or attempted ob-13
struction of an investigation by the Department 14
of Justice of a violation of the antitrust laws; 15
or 16
‘‘(I) to any whistleblower who engages in 17
conduct that would disqualify the whistleblower 18
if the whistleblower were a leniency applicant 19
under the Leniency Program of the Antitrust 20
Division. 21
‘‘(d) R
EPRESENTATION.—Any whistleblower who 22
makes a claim for an award under subsection (b) may be 23
represented by counsel. 24
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‘‘(e) APPEALS.—Any determination made under this 1
section, including whether, to whom, or in what amount 2
to make awards, shall be in the discretion of the Attorney 3
General. Any such determination, except the determina-4
tion of the amount of an award if the award was made 5
in accordance with subsection (b), may be appealed to the 6
appropriate court of appeals of the United States not more 7
than 30 days after the determination is issued by the At-8
torney General. The court shall review the determination 9
made by the Attorney General in accordance with section 10
706 of title 5, United States Code.’’. 11
SEC. 16. PREJUDGMENT INTEREST. 12
Section 4 of the Clayton Act (15 U.S.C. 15) is 13
amended by striking subsection (a) and inserting the fol-14
lowing: 15
‘‘(a) Except as provided in subsection (b), any person 16
who shall be injured in his business or property by reason 17
of anything forbidden in the antitrust laws may sue there-18
for in any district court of the United States in the district 19
in which the defendant resides or is found or has an agent, 20
without respect to the amount in controversy, and shall 21
recover threefold the damages by him sustained, the cost 22
of suit, including a reasonable attorney’s fee, and simple 23
interest on threefold the damages by him sustained for 24
the period beginning on the date of service of such per-25
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son’s pleading setting forth a claim under the antitrust 1
laws and ending on the date of judgment.’’. 2
SEC. 17. NO FORCED ARBITRATION FOR ANTITRUST DIS-3
PUTES. 4
(a) I
NGENERAL.—Title 9, United States Code, is 5
amended by adding at the end the following: 6
‘‘CHAPTER 5—ARBITRATION ANTITRUST 7
DISPUTES 8
‘‘§ 501. Definitions 9
‘‘In this chapter— 10
‘‘(1) the term ‘antitrust dispute’ means a dis-11
pute— 12
‘‘(A) arising from an alleged violation of 13
the antitrust laws (as defined in subsection (a) 14
of the first section of the Clayton Act (15 15
U.S.C. 12(a)) or State antitrust laws; and 16
‘‘(B) in which the plaintiffs seek certifi-17
cation as a class under rule 23 of the Federal 18
Rules of Civil Procedure or a comparable rule 19
or provision of State law; 20
‘‘(2) the term ‘predispute arbitration agree-21
ment’ means an agreement to arbitrate a dispute 22
that has not yet arisen at the time of the making 23
of the agreement; and 24
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‘‘(3) the term ‘predispute joint-action waiver’ 1
means an agreement, whether or not part of a 2
predispute arbitration agreement, that would pro-3
hibit, or waive the right of, one of the parties to the 4
agreement to participate in a joint, class, or collec-5
tive action in a judicial, arbitral, administrative, or 6
other forum, concerning a dispute that has not yet 7
arisen at the time of the making of the agreement. 8
‘‘§ 502. No validity or enforceability 9
‘‘(a) I
NGENERAL.—Notwithstanding any other pro-10
vision of this title, no predispute arbitration agreement or 11
predispute joint-action waiver shall be valid or enforceable 12
with respect to an antitrust dispute. 13
‘‘(b) A
PPLICABILITY.—An issue as to whether this 14
chapter applies with respect to a dispute shall be deter-15
mined under Federal law. The applicability of this chapter 16
to an agreement to arbitrate and the validity and enforce-17
ability of an agreement to which this chapter applies shall 18
be determined by a court, rather than an arbitrator, irre-19
spective of whether the party resisting arbitration chal-20
lenges the arbitration agreement specifically or in conjunc-21
tion with other terms of the contract containing such 22
agreement, and irrespective of whether the agreement pur-23
ports to delegate such determinations to an arbitrator.’’. 24
(b) T
ECHNICAL ANDCONFORMINGAMENDMENTS.— 25
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(1) IN GENERAL.—Title 9 of the United States 1
Code is amended— 2
(A) in section 2, by inserting ‘‘or 5’’ before 3
the period at the end; 4
(B) in section 208, by inserting ‘‘or 5’’ be-5
fore the period at the end; and 6
(C) in section 307, by inserting ‘‘or 5’’ be-7
fore the period at the end. 8
(2) T
ABLE OF CHAPTERS .—The table of chap-9
ters for title 9, United States Code, is amended by 10
adding at the end the following: 11
‘‘5. Arbitration of antitrust disputes.........................................501’’.
SEC. 18. ADDITIONAL REMEDIES; RULES OF CONSTRUC-
12
TION. 13
(a) A
DDITIONALREMEDIES.—The rights and rem-14
edies provided under this Act are in addition to, not in 15
lieu of, any other rights and remedies provided by Federal 16
law, including under section 4, 4A, 15, or 16 of the Clay-17
ton Act (15 U.S.C. 15, 15a, 25, 26) or section 13(b) of 18
the Federal Trade Commission Act (15 U.S.C. 53(b)). 19
(b) R
ULES OFCONSTRUCTION.—Nothing in this Act 20
may be construed to— 21
(1) impair or limit the applicability of any of 22
the antitrust laws; and 23
(2) prohibit any other remedy provided by Fed-24
eral law. 25
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SEC. 19. AUTHORIZATION OF APPROPRIATIONS. 1
(a) F
ISCALYEAR2025.—There is authorized to be 2
appropriated for fiscal year 2025— 3
(1) $535,000,000 for the Antitrust Division of 4
the Department of Justice; and 5
(2) $725,000,000 for the Federal Trade Com-6
mission. 7
(b) S
UBSEQUENTYEARS.—Beginning in fiscal year 8
2026, and each fiscal year thereafter, all premerger notifi-9
cation filing fees collected pursuant to section 7A of the 10
Clayton Act (15 U.S.C. 18a) shall— 11
(1) be retained and used for expenses necessary 12
for the enforcement of the antitrust and kindred 13
laws by the Antitrust Division of the Department of 14
Justice and the Federal Trade Commission, to re-15
main available until expended; and 16
(2) shall be treated as direct spending described 17
in section 250(c)(8)(A) of the Balanced Budget and 18
Emergency Deficit Control Act of 1985 (2 U.S.C. 19
900(c)(8)(A)). 20
Æ
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