119-s130

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[S. 130 Introduced in Senate

    (IS) ]

<DOC>

119th CONGRESS
 1st Session
 S. 130

 To reform the antitrust laws to better protect competition in the 
 American economy, to amend the Clayton Act to modify the standard for 
an unlawful acquisition, to deter anticompetitive exclusionary conduct 
 that harms competition and consumers, to enhance the ability of the 
 Department of Justice and the Federal Trade Commission to enforce the 
 antitrust laws, and for other purposes.

_______________________________________________________________________

 IN THE SENATE OF THE UNITED STATES

 January 16, 2025

Ms. Klobuchar (for herself, Mr. Whitehouse, Mr. Blumenthal, Mr. Booker, 
Ms. Hirono, Mr. Welch, Mr. Heinrich, Mr. Markey, Mr. Murphy, Ms. Smith, 
 Mr. Schatz, Mr. Warner, Mr. Wyden, and Mr. Bennet) introduced the 
 following bill; which was read twice and referred to the Committee on 
 the Judiciary

_______________________________________________________________________

 A BILL

 To reform the antitrust laws to better protect competition in the 
 American economy, to amend the Clayton Act to modify the standard for 
an unlawful acquisition, to deter anticompetitive exclusionary conduct 
 that harms competition and consumers, to enhance the ability of the 
 Department of Justice and the Federal Trade Commission to enforce the 
 antitrust laws, and for other purposes.

 Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

 This Act may be cited as the ``Competition and Antitrust Law 
Enforcement Reform Act of 2025''.

SEC. 2. FINDINGS AND PURPOSES.

    (a) 

=== Findings ===
-Congress finds that--

    (1) competitive markets, in which multiple firms compete to 
 buy and sell products and services, are critical to ensuring 
 economic opportunity for all people in the United States and 
 providing resilience to the economy during unpredictable times;

    (2) when companies compete, businesses offer the highest 
 quality and choice of goods and services for the lowest 
 possible prices to consumers and other businesses;

    (3) competition fosters small business growth, reduces 
 economic inequality, and spurs innovation and job creation;

    (4) competitive markets are crucial for the United States 
 global economic competitiveness and national security;

    (5) in the United States economy today, the presence and 
 exercise of market power is substantial and growing;

    (6) the presence and exercise of market power makes it more 
 difficult for people in the United States to start their own 
 businesses, depresses wages, and increases economic inequality, 
 with particularly damaging effects on historically 
 disadvantaged communities;

    (7) market power and undue market concentration contribute 
 to the consolidation of political power, undermining the health 
 of democracy in the United States;

    (8) the anticompetitive effects of monopoly power or buyer 
 market power include higher prices, lower quality, lessened 
 choice, reduced innovation, foreclosure of competitors, and 
 increased entry barriers;

    (9) monopsony power or seller market power allows a firm to 
 force suppliers of goods or services to accept below market 
 prices or to force workers to accept below market wages, 
 resulting in lower quality products and services, reduced 
 opportunities for suppliers and workers, reduced availability 
 of products and services for consumers, reduced innovation, 
 foreclosure of competitors, and increased entry barriers;

    (10) horizontal consolidation, vertical consolidation, and 
 conglomerate mergers all have the potential to increase market 
 power and cause anticompetitive harm;

    (11) extensive consolidation is reducing competition and 
 threatens to place the American dream further out of reach for 
 many consumers in the United States;

    (12) since 2008, firms in the United States have engaged in 
 over $10,000,000,000,000 in mergers and acquisitions;

    (13) the acquisition of nascent or potential rivals by 
 dominant firms can present significant long-term threats to 
 competition and innovation and harm the global economic 
 competitiveness of the United States;

    (14) the acquisition, by one of its competitors, of a 
 maverick firm that plays a disruptive role in the market, by 
 using an innovative business model or technology, offering 
 lower prices or new, different products or services, or by 
 other means that benefit consumers, often presents a threat to 
 competition;

    (15) section 7 of the Clayton Act (15 U.S.C. 18) is the 
 primary line of defense against anticompetitive mergers;

    (16) in recent years, some court decisions and enforcement 
 policies have limited the vitality of the Clayton Act to 
 prevent harmful consolidation by--
        (A) discounting previously accepted presumptions 
 that certain acquisitions are anticompetitive;
        (B) focusing inordinately on the effect of an 
 acquisition on price in the short term, to the 
 exclusion of other potential anticompetitive effects;
            (C) underestimating the dangers that horizontal, 
 vertical, and conglomerate mergers will lower quality, 
 reduce choice, impede innovation, exclude competitors, 
 increase entry barriers, or create buyer power, 
 including monopsony power;
            (D) failing to properly account for direct evidence 
 of competitive harm, including intent evidence; and
        (E) requiring the government to prove harmful 
 effects of a proposed merger to a near certainty;

    (17) anticompetitive exclusionary conduct constitutes a 
 particularly harmful exercise of market power and a substantial 
 threat to the United States economy;

    (18) when dominant sellers exercise market power, they harm 
 buyers by overcharging them, reducing product or service 
 quality, limiting their choices, and impairing innovation;

    (19) when dominant buyers exercise market power, they harm 
 suppliers by underpaying them, limiting their business 
 opportunities, and impairing innovation;

    (20) when dominant employers exercise market power, they 
 harm workers by paying them low wages, reducing their benefits, 
 and limiting their future employment opportunities;

    (21) nascent or potential rivals, even those that are 
 unprofitable or inefficient, are an important source of 
 competitive discipline for dominant firms;

    (22) antitrust enforcement against anticompetitive 
 exclusionary conduct has been impeded when courts have declined 
 to rigorously examine the facts in favor of relying on 
 inaccurate economic assumptions that are inconsistent with 
 contemporary economic learning, such as presuming that market 
 power is not durable and can be expected to self-correct, that 
 monopolies can drive as much or more innovation than a 
 competitive market, that above-cost pricing cannot harm 
 competition, and other flawed assumptions;

    (23) the courts of the United States have improperly 
 implied immunity from the antitrust laws based on Federal 
 regulatory statutes, even limiting the application of statutory 
 antitrust savings clauses passed by Congress;

    (24) the civil remedies currently available to cure 
 violations of the Sherman Antitrust Act, including injunctions, 
 equitable monetary relief, and private damages, have not proven 
 sufficient, on their own, to deter anticompetitive conduct;

    (25) in some cases, effective deterrence requires the 
 imposition of civil penalties, alone or in combination with 
 existing remedies, including structural relief, behavioral 
 relief, private damages, and equitable monetary relief, 
 including disgorgement and restitution; and

    (26) Federal antitrust enforcement budgets have failed to 
 keep pace with the growth of the economy and increasing demands 
 on agency resources, significantly undermining the ability of 
 the Federal antitrust agencies to fulfill their law enforcement 
 missions and contributing to the rise of market power in the 
 American economy.

    (b) 

=== Purposes ===
-The purposes of this Act are to--

    (1) enhance competition throughout the American economy by 
 strengthening antitrust enforcement by the Department of 
 Justice, the Federal Trade Commission, the State enforcement 
 agencies, and private parties;

    (2) revise the legal standard under 

section 7 of the 
 Clayton Act to better enable enforcers to arrest the likely 
 anticompetitive effects of harmful mergers in their incipiency, 
 as Congress intended, by clarifying that the potential effects 
 that may justify prohibiting a merger under the Clayton Act 
 include lower quality, reduced choice, reduced innovation, the 
 exclusion of competitors, or increased entry barriers, in 
 addition to increased price to buyers or reduced price to 
 sellers;

    (3) amend the Clayton Act to clarify that an acquisition 
 that tends to create a monopsony violates the Clayton Act;

    (4) establish simple, cost-effective decision rules that 
 require the parties to certain acquisitions that either 
 significantly increase concentration or are extremely large 
 bear the burden of establishing that the acquisition will not 
 materially harm competition;

    (5) prohibit and deter exclusionary conduct that harms 
 competition, particularly by dominant firms;

    (6) enable the Department of Justice and the Federal Trade 
 Commission to seek civil monetary penalties, in addition to 
 existing remedies, for violations of the Sherman Act;

    (7) give the Department of Justice and the Federal Trade 
 Commission additional financial resources and enforcement tools 
 to craft remedies for individual violations that are effective 
 to deter future unlawful conduct and proportionate to the 
 gravity of the violation;

    (8) provide further protections for those who provide 
 evidence of anticompetitive conduct to government enforcers and 
 potential financial rewards for whistleblowers who provide 
 information to the government that leads to a criminal fine; 
 and

    (9) grant successful antitrust plaintiffs the right to 
 obtain prejudgment interest on damages awards to further deter 
 anticompetitive conduct and increase compensation to injured 
 parties.

SEC. 3. DEFINITION.

 In this Act the term ``antitrust laws''--

    (1) has the meaning given the term in the first section of 
 the Clayton Act (15 U.S.C. 12); and

    (2) includes--
        (A) section 5 of the Federal Trade Commission Act 
 (15 U.S.C. 45) to the extent that such section applies 
 to unfair methods of competition; and
        (B) this Act and the amendments made by this Act.

SEC. 4. UNLAWFUL ACQUISITIONS.

    (a) Market Power.--Subsection

    (a) of the first section of the 
Clayton Act (15 U.S.C. 12) is amended by adding at the end the 
following:
 ``The term `market power' in this Act means the ability of a 
person, or a group of persons acting in concert, to profitably impose 
terms or conditions on counterparties, including terms regarding price, 
quantity, product or service quality, or other terms affecting the 
value of consideration exchanged in the transaction, that are more 
favorable to the person or group of persons imposing them than what the 
person or group of persons could obtain in a competitive market.''.

    (b) Unlawful Acquisitions.--

Section 7 of the Clayton Act (15 U.S.C. 
18) is amended--

    (1) in the first and second undesignated paragraphs, by 
 striking ``substantially to lessen'' each place that term 
 appears and inserting ``to create an appreciable risk of 
 materially lessening'';

    (2) by inserting ``or a monopsony'' after ``monopoly'' each 
 place that term appears; and

    (3) by adding at the end the following:
 ``In a case brought by the United States, the Federal Trade 
Commission, or a State attorney general, a court shall determine that 
the effect of an acquisition described in this section may be to create 
an appreciable risk of materially lessening competition or to tend to 
create a monopoly or a monopsony, in or affecting commerce, if--
 ``

    (1) the acquisition would lead to a significant increase 
 in market concentration in any relevant market;
 ``

    (2) the acquisition would increase the ability and 
 incentive to engage in exclusionary conduct, as defined in 
 

section 26A of the Clayton Act.
 ``

    (3)
        (A) the acquiring person has a market share of greater 
 than 50 percent or otherwise has significant market power, as a 
 seller or a buyer, in any relevant market, and as a result of 
 the acquisition, the acquiring person would obtain control over 
 entities or assets that compete or have a reasonable 
 probability of competing with the acquiring person in the same 
 relevant market; or
 ``
        (B) as a result of the acquisition, the acquiring person 
 would obtain control over entities or assets that have a market 
 share of greater than 50 percent or otherwise have significant 
 market power, as a seller or a buyer, in any relevant market, 
 and the acquiring person competes or has a reasonable 
 probability of competing with the entities or assets over which 
 it would obtain control, as a result of the acquisition, in the 
 same relevant market;
 ``

    (4) the acquisition would lead to the combination of 
 entities or assets that compete or have a reasonable 
 probability of competing in a relevant market, and either the 
 acquiring person or the entities or assets over which it would 
 obtain control prevents, limits, or disrupts coordinated 
 interaction among competitors in a relevant market or has a 
 reasonable probability of doing so;
 ``

    (5) the acquisition--
 ``
        (A) would likely enable the acquiring person to 
 unilaterally and profitably exercise market power or 
 materially increase its ability to do so; or
 ``
        (B) would materially increase the probability of 
 coordinated interaction among competitors in any 
 relevant market; or
 ``

    (6)
        (A) the acquisition is not a transaction that is 
 described in 

section 7A
            (c) ; and
 ``
        (B)
            (i) as a result of such acquisition, the acquiring 
 person would hold an aggregate total amount of the voting 
 securities and assets of the acquired person in excess of 
 $5,000,000,000 (as adjusted and published for each fiscal year 
 beginning after September 30, 2025, in the same manner as 
 provided in 

section 8

    (a)

    (5) to reflect the percentage change in 
 the gross national product for such fiscal year compared to the 
 gross national product for the year ending September 30, 2024; 
 or
 ``
            (ii) 
            (I) the person acquiring or the person being acquired 
 has assets, net annual sales, or a market capitalization 
 greater than $100,000,000,000 (as so adjusted and published); 
 and
 ``
            (II) as a result of such acquisition, the acquiring 
 person would hold an aggregate total amount of the voting 
 securities and assets of the acquired person in excess of 
 $50,000,000 (as so adjusted and published),
 unless the acquiring or acquired person establishes, by a 
 preponderance of the evidence, that the effect of the 
 acquisition will not be to create an appreciable risk of 
 materially lessening competition or will not tend to create a 
 monopoly or a monopsony. In this paragraph, the term 
 `materially' means more than a de minimis amount''.

SEC. 5. POST-PROCEEDING DATA.

 

Section 7A of the Clayton Act (15 U.S.C. 18a) is amended by adding 
at the end the following:
 ``
            (l) (1) Each person who resolves a proceeding brought under the 
antitrust laws by the Federal Trade Commission or United States by 
entering into an agreement or by the final judgment in a Federal or 
administrative court regarding an acquisition with respect to which 
notification is required under this section shall, on an annual basis 
during the 5-year period beginning on the date on which the agreement 
is entered into, file with the Federal Trade Commission or the 
Assistant Attorney General, as applicable, and the Competition 
Advocate, information sufficient for the Federal Trade Commission or 
the United States, as applicable, to assess the competitive impact of 
the acquisition, including--
 ``
        (A) the pricing, availability, and quality of any product 
 or service, or inputs thereto, in any market, that was covered 
 by the agreement;
 ``
        (B) the source, and the resulting magnitude and extent, 
 of any cost-saving efficiencies or any benefits to consumers or 
 trading partners that were claimed as a benefit of the 
 acquisition and the extent to which any cost savings were 
 passed on to consumers or trading partners; and
 ``
            (C) the effectiveness of any divestitures or any 
 conditions placed on the acquisition in fully restoring 
 competition.
 ``

    (2) The requirement to provide the information described in 
paragraph

    (1) shall be included in an agreement described in that 
paragraph.
 ``

    (3) The Federal Trade Commission, with the concurrence of the 
Assistant Attorney General, by rule in accordance with 

section 553 of 
title 5, United States Code, and consistent with the purposes of this 
section--
 ``
        (A) shall require that the information described in 
 paragraph

    (1) be in such form and contain such documentary 
 material and information relevant to an acquisition as is 
 necessary and appropriate to enable the Federal Trade 
 Commission and the Assistant Attorney General to assess the 
 competitive impact of the acquisition under paragraph

    (1) ; and
 ``
        (B) may--
 ``
            (i) define the terms used in this subsection;
 ``
            (ii) exempt, from the requirements of this 
 section, information not relevant in assessing the 
 competitive impact of the acquisition under paragraph

    (1) ; and
 ``
            (iii) prescribe such other rules as may be 
 necessary and appropriate to carry out the purposes of 
 this section.''.
 ``

    (4) The chief executive officer, chief financial officer, general 
counsel, or a corporate officer of similar authority shall certify, 
under penalty of perjury, the accuracy of a report under this 
subsection.''.

SEC. 6. FEDERAL TRADE COMMISSION STUDY.

    (a) In General.--Not later than 2 years after the date of enactment 
of this Act, the Federal Trade Commission, in consultation with the 
Securities and Exchange Commission, shall conduct and publish a study, 
pursuant to 

section 6

    (b) of the Federal Trade Commission Act, relying 
on public data and information if available and sufficient, and 
incorporating public comment on--

    (1) the extent to which an institutional investor or 
 related institutional investors have ownership or control 
 interests in competitors in moderately concentrated or 
 concentrated markets;

    (2) the impacts of such overlapping ownership or control on 
 competition; and

    (3) the mechanisms by which an institutional investor could 
 affect competition among the companies in which it invests and 
 whether such mechanisms are prevalent.

    (b) Exemption From Paperwork Reduction Act.--Chapter 35 of title 
44, United States Code, shall not apply to the collection of 
information under subsection

    (a) .

SEC. 7. GAO STUDIES.

    (a) In General.--Not later than 18 months after the date of 
enactment of this Act, the Comptroller General of the United States 
shall--

    (1) conduct and publish a study to assess the success of 
 merger remedies required by the Department of Justice or the 
 Federal Trade Commission in consent decrees entered into during 
 the 8-year period ending on the date on which the study is 
 conducted, including the impact on maintaining competition, a 
 comparison of structural and conduct remedies, and the 
 viability of divested assets; and

    (2) conduct a study on the impact of mergers and 
 acquisitions on wages, employment, innovation, and new business 
 formation.

    (b) Update.--The Comptroller General of the United States shall--

    (1) update the study under subsection

    (a)

    (1) every 4 years 
 after the date of enactment of this Act, as added by 

section 5 
 of this Act; and

    (2) identify specific remedies or alleged merger benefits 
 that require additional information or research.

SEC. 8. OFFICE OF COMPETITION ADVOCATE.

    (a) 

=== Definitions. ===
-In this section--

    (1) the term ``agency'' has the meaning given the term in 
 

section 551 of title 5, United States Code;

    (2) the term ``Chair'' means the Chair of the Commission;

    (3) the term ``Commission'' means the Federal Trade 
 Commission;

    (4) the term ``covered company'' means any company that 
 has, at any time, been required to make a filing under 

section 7A of the Clayton Act (15 U.S.C. 18a); and

    (5) the term ``Office'' means the Office of the Competition 
 Advocate established under subsection

    (b) .

    (b) Establishment.--There is established within the Federal Trade 
Commission the Office of the Competition Advocate.
            (c) Competition Advocate.--

    (1) In general.--The head of the Office shall be the 
 Competition Advocate, who shall--
        (A) report directly to, and be under the 
 supervision of, the Chair, but the Chair shall not 
 prevent or prohibit the Competition Advocate from 
 initiating, carrying out, or completing any of its 
 duties under this section;
        (B) be appointed by the Chair with the approval of 
 the Commission, including at least 1 Commissioner who 
 is not a member of the same political party as the 
 Chair, from among individuals having experience in 
 advocating for the promotion of competition; and
            (C) serve a term of 7 years and shall not be 
 removable except upon a unanimous vote of the 
 Commission.

    (2) Compensation.--The annual rate of pay for the 
 Competition Advocate shall be equal to the highest rate of 
 annual pay for other senior executives who report to the Chair 
 of the Commission.

    (3) Limitation on service.--An individual who serves as the 
 Competition Advocate may not be employed by the Commission--
        (A) during the 2-year period ending on the date of 
 appointment as Competition Advocate; and
        (B) during the 5-year period beginning on the date 
 on which the person ceases to serve as the Competition 
 Advocate.
            (d) Staff of Office.--The Commission shall allocate funds from the 
Commission budget to the Office of the Competition Advocate sufficient 
for the Competition Advocate to retain or employ such counsel, research 
staff, and service staff necessary to carry out the functions, powers, 
and duties of the Office.

    (e) Duties and Powers.--The Competition Advocate shall--

    (1) recommend processes or procedures that will allow the 
 Federal Trade Commission and the Antitrust Division of the 
 Department of Justice to improve the ability of each agency to 
 solicit reports from consumers, small businesses, and workers 
 about possible anticompetitive practices or adverse effects of 
 concentration;

    (2) provide recommendations to other agencies about agency 
 actions that may have anticompetitive effects and the potential 
 harm to competition;

    (3) provide recommendations to other agencies about agency 
 actions that may have procompetitive effects and the potential 
 benefit to competition;

    (4) publish periodic reports on--
        (A) the effects of remedies required by the 
 Department of Justice or the Federal Trade Commission 
 in consent decrees;
        (B) the effects of law enforcement actions, whether 
 successful or not, including settlements, preliminary 
 injunctions, court-mandated remedies, or any other 
 remedy imposed by a court or agreed to by the 
 Department of Justice or Federal Trade Commission;
            (C) the effects of a decision by the Department of 
 Justice or the Federal Trade Commission to allow any 
 merger or transaction to move forward without a consent 
 decree or bringing a law enforcement action;
            (D) the effects of decisions and opinions issues by 
 State and Federal courts related to the antitrust laws 
 on competition and the future enforcement of the 
 antitrust laws; and
        (E) the effects of other agency actions, including 
 rulemakings, on competition;

    (5) provide recommendations to the Federal Trade Commission 
 and Department of Justice about the effectiveness of policy 
 statements, guidelines, or practices to improve the enforcement 
 of the antitrust laws;

    (6) report any evidence the Competition Advocate obtains 
 that any person, partnership, or corporation has engaged in 
 transactions or conduct that may constitute of a violation of 
 the antitrust laws, or any settlement, agreement, or consent 
 decree related to a potential violation of the antitrust laws, 
 to the Commission, which may institute further investigation, 
 initiate enforcement proceedings, or refer such evidence to the 
 Attorney General;

    (7) request such information or assistance as may be 
 necessary for carrying out the duties and powers described in 
 this subsection from any agency or unit thereof, including the 
 Commission. The head of any agency shall, insofar as is 
 practicable and not in contravention of any existing statutory 
 restriction or regulation of the agency from which the 
 information is requested, furnish to the Competition Advocate 
 such information or assistance;

    (8) have discretion to decide whether to release the 
 recommendations of the Competition Advocate publicly;

    (9) have access to all information and data collected and 
 retained by the Office of Market Analysis and Data; and

    (10) submit all recommendations or reports to the Committee 
 on the Judiciary of the Senate and the Committee on the 
 Judiciary of the House of Representatives.

    (f) Subpoena Authority.--

    (1) In general.--The Competition Advocate may either accept 
 voluntary submissions of periodic and other reports from any 
 covered company, or compel the production of such a report by 
 subpoena for the purpose of carrying out its duties and powers 
 in subsection

    (e) .

    (2) Independent subpoena authority.--Upon a finding that a 
 covered company will not submit, or has not submitted, a 
 sufficient report voluntarily, the Competition Advocate may, 
 under its own independent authority, and notwithstanding any 
 jurisdictional limitations in the Federal Trade Commission Act 
 applicable to the Commission's investigative authority, compel 
 the submission of a periodic or other reports from any covered 
 company by issuing a subpoena.

    (3) Enforcement.--The Competition Advocate shall have 
 independent authority to bring an action in any appropriate 
 Federal court to enforce any subpoena issued under this 
 subsection.

    (4) Written 

=== finding ===
-Before issuing a subpoena to collect 
 the information described in paragraph

    (1) , the Competition 
 Advocate shall make a written finding that--
        (A) the data is required to carry out the functions 
 of the Competition Advocate; and
        (B) the information is not available from a public 
 source, from the covered company on a voluntary basis, 
 or another agency.

    (5) Mitigation of report burden.--Before requiring the 
 submission of a report from any covered company, the 
 Competition Advocate shall--
        (A) coordinate with other agencies or authority; 
 and
        (B) whenever possible, rely on information 
 available from such agencies or authority.

    (6) Confidentiality.--Information reported to or otherwise 
 obtained by the Competition Advocate shall be subject to the 
 same confidentiality requirements and protection applicable to 
 information reported to or otherwise obtained by the 
 Commission.

SEC. 9. OFFICE OF MARKET ANALYSIS AND DATA.

    (a) Establishment.--There is established, within the Federal Trade 
Commission, an Office of Market Analysis and Data.

    (b) Duties.--The Office of Market Analysis and Data shall, in 
consultation with the Bureau of Economics, assist the Federal Trade 
Commission in--

    (1) collecting, validating, and maintaining data obtained 
 from agencies, as defined in 

section 551 of title 5, United 
 States Code, commercial data providers, publicly available data 
 sources, any covered company, and any data obtained by the 
 Commission pursuant to its authority under 

section 6

    (b) of the 
 Federal Trade Commission Act (15 U.S.C. 46

    (b) ), for the purpose 
 of carrying out the functions in paragraphs

    (2) through

    (6) ;

    (2) preparing and publishing, in a manner that is easily 
 accessible to the public--
        (A) a concentration database;
        (B) a merger enforcement database; and
            (C) any other database that the Commission 
 determines is necessary to carry out the duties of the 
 Office;

    (3) collecting and publishing data regarding concentration 
 levels across industries and the impact and degree of antitrust 
 enforcement;

    (4) standardizing the types and formats of data reported 
 and collected, including standards for reporting financial 
 transaction and position data;

    (5) publishing reports regarding competitive conditions and 
 dynamics affecting markets or industry sectors, in the United 
 States, local geographic markets, different demographic and 
 socioeconomic groups (including the effects that market 
 concentration, mergers and acquisitions, certain types of 
 agreements, and other forms of business conduct have on 
 competition), consumers, workers, innovation, the economic 
 competitiveness of the United States, economic resilience, and 
 national security; and

    (6) publishing reports concerning the competitive effects 
 of acquisitions, which shall include recommendations concerning 
 appropriate enforcement action to remedy any anticompetitive 
 effects discovered, and may include assessments of--
        (A) the conditions of the relevant markets affected 
 by the acquisition, over the period since the 
 acquisition was consummated, including, but not limited 
 to, the potential impact that the acquisition has had 
 on--
            (i) the prices of goods or services, 
 including wages in any affected labor markets;
            (ii) the output and quality of goods and 
 services;
            (iii) the entry or exit of competitors;
            (iv) innovation;
            (v) consumer choice and product variety;
            (vi) the opportunity of suppliers and 
 vendors to sell their products or services;
            (vii) coordinated interaction between 
 competitors; and
            (viii) subsequent mergers and acquisitions 
 activity;
        (B) whether the acquiring person or its successors 
 in interest--
            (i) complied with all obligations under any 
 agreement with the Federal Trade Commission, 
 the United States, or State law enforcement 
 authorities to resolve a proceeding brought 
 under the antitrust laws; and
            (ii) achieved measurable, transaction-
 specific efficiencies, which did not arise from 
 anticompetitive reductions of output, as a 
 result of the acquisition; and
            (C) whether any agreements with the Federal Trade 
 Commission or the United States or remedies imposed by 
 a Federal court to resolve a proceeding brought under 
 the antitrust laws regarding the acquisition was 
 effective in mitigating the anticompetitive effects 
 from the acquisition.
            (c) Information Security.--The Commission shall ensure that data 
collected and maintained by the Office of Market Analysis and Data is 
kept secure and protected against unauthorized disclosure.
            (d) Regulations.--The Commission may, under 

section 553 of title 5, 
United States Code, promulgate regulations relating to the collection 
and standardizing of data under subsection

    (b) .

SEC. 10. EXCLUSIONARY CONDUCT.

    (a) In General.--The Clayton Act (15 U.S.C. 12 et seq.) is amended 
by inserting after 

section 26 (15 U.S.C. 26a) the following:

``

SEC. 26A. EXCLUSIONARY CONDUCT.

 ``

    (a) 

=== Definitions. ===
-In this section:
 ``

    (1) Exclusionary conduct.--
 ``
        (A) In general.--The term `exclusionary conduct' 
 means conduct that--
 ``
            (i) materially disadvantages 1 or more 
 actual or potential competitors; or
 ``
            (ii) tends to foreclose or limit the 
 ability or incentive of 1 or more actual or 
 potential competitors to compete.
 ``
        (B) Limitations.--
 ``
            (i) In general.--Applying for or 
 enforcing a patent, trademark, or copyright, 
 unless such applications or enforcement actions 
 are baseless or made in bad faith or in 
 violation of a legal obligation, shall not 
 alone constitute exclusionary conduct, but such 
 actions may be considered as part of a course 
 of conduct that constitutes exclusionary 
 conduct.
 ``
            (ii) Conduct.--Conduct that is necessary 
 to comply with Federal or State law shall not 
 alone constitute exclusionary conduct, but such 
 actions may be considered as part of a course 
 of conduct that constitutes exclusionary 
 conduct.
 ``

    (2) Market power.--The term `market power' means the 
 ability of a person, or a group of persons acting in concert, 
 to profitably impose terms or conditions on counterparties, 
 including terms regarding price, quantity, product or service 
 quality, or other terms affecting the value of consideration 
 exchanged in the transaction, that are more favorable to the 
 person or group of persons imposing them than what the person 
 or group of persons could obtain in a competitive market.
 ``

    (b) Violation.--
 ``

    (1) In general.--It shall be unlawful for a person, 
 acting alone or in concert with other persons, to engage in 
 exclusionary conduct that presents an appreciable risk of 
 harming competition.
 ``

    (2) Unfair method of competition.--A violation of 
 paragraph

    (1) shall also constitute an unfair method of 
 competition under 

section 5 of the Federal Trade Commission Act 
 (15 U.S.C. 45).
 ``
            (c) Presumption.--
 ``

    (1) In general.--Except as provided in paragraph

    (2) , 
 exclusionary conduct shall be presumed to present an 
 appreciable risk of harming competition and shall be a 
 violation of subsection

    (b)

    (1) if the exclusionary conduct is 
 undertaken, with respect to a relevant market, by a person or 
 by a group of more than 1 person acting in concert that--
 ``
        (A) has a market share of greater than 50 percent 
 as a seller or a buyer in the relevant market; or
 ``
        (B) otherwise has significant market power in the 
 relevant market.
 ``

    (2) Exception.--Paragraph

    (1) shall not apply if the 
 defendant establishes, by a preponderance of the evidence, 
 that--
 ``
        (A) distinct procompetitive benefits of the 
 exclusionary conduct in the relevant market eliminate 
 the risk of harming competition presented by the 
 exclusionary conduct;
 ``
        (B) 1 or more persons, not including any person 
 participating in or facilitating the exclusionary 
 conduct, have entered or expanded their presence in the 
 market with the effect of eliminating the risk of 
 harming competition posed by the exclusionary conduct; 
 or
 ``
            (C) the exclusionary conduct does not present an 
 appreciable risk of harming competition.
 ``
            (d) Considerations.--If the presumption in subsection
            (c) does 
not apply, the determination of whether exclusionary conduct presents 
an appreciable risk of harming competition shall be based on the 
totality of the circumstances, which may include consideration of--
 ``

    (1) the extent to which any distinct procompetitive 
 benefits of the exclusionary conduct substantially eliminate 
 the risk of harming competition presented by the exclusionary 
 conduct; and
 ``

    (2) whether 1 or more persons, not including any person 
 participating in or facilitating the exclusionary conduct, have 
 entered or expanded their presence in the market, substantially 
 eliminating the risk of harming competition presented by the 
 exclusionary conduct.
 ``

    (e) Limitations.--Although the following circumstances may 
constitute evidence of a violation of subsection

    (b)

    (1) , such violation 
does not require 

=== finding ===
-
 ``

    (1) that the unilateral conduct of the defendant altered 
 or terminated a prior course of dealing between the defendant 
 and a person subject to the exclusionary conduct;
 ``

    (2) that the defendant treated persons subject to the 
 exclusionary conduct differently than the defendant treated 
 other persons;
 ``

    (3) that any price of the defendant for a product or 
 service was below any measure of the costs to the defendant of 
 providing the product or service;
 ``

    (4) that a defendant with significant market power in a 
 relevant market has recouped or is likely to recoup the losses 
 it incurred or incurs from below-cost pricing for products or 
 services in the relevant market;
 ``

    (5) that the conduct of the defendant makes no economic 
 sense apart from its tendency to harm competition;
 ``

    (6) that the risk of harming competition presented by the 
 conduct of the defendant or any resulting actual harm to 
 competition have been quantified or proven with quantitative 
 evidence; or
 ``

    (7) that when a defendant operates a multi-sided platform 
 business, the conduct of the defendant presents an appreciable 
 risk of harming competition on more than 1 side of the multi-
 sided platform.
 ``

    (f) Civil Penalties.--Any person who violates subsection

    (b)

    (1) shall be liable to the United States for a civil penalty, which may be 
recovered in a civil action brought by the Attorney General of the 
United States, of not more than the greater of--
 ``

    (1) 15 percent of the total United States revenues of the 
 person for the previous calendar year; or
 ``

    (2) 30 percent of the United States revenues of the 
 person in any line of commerce affected or targeted by the 
 unlawful conduct during the period of the unlawful conduct.''.

    (b) Federal Trade Commission Authority.--

    (1) In general.--The Clayton Act (15 U.S.C. 12 et seq.) is 
 amended by inserting after 

section 26A, as added by subsection

    (a) , the following:

``

SEC. 26B. CIVIL PENALTIES.

 ``

    (a) Civil Penalty for Violation of 

Section 26A of the Clayton 
Act.--The Commission may commence a civil action in a district court of 
the United States against any person, partnership, or corporation who 
violates 

section 26A

    (b)

    (1) to recover a civil penalty, which shall 
accrue to the United States, in an amount not more than the greater 
of--
 ``

    (1) 15 percent of the total United States revenues of the 
 person, partnership, or corporation for the previous calendar 
 year; or
 ``

    (2) 30 percent of the United States revenues of the 
 person, partnership, or corporation in any line of commerce 
 affected or targeted by the unlawful conduct during the period 
 of the unlawful conduct.
 ``

    (b) Commission Litigation Authority.--Except as otherwise 
provided in 

section 16

    (a)

    (3) of the Federal Trade Commission Act (15 
U.S.C. 56

    (a)

    (3) ), the Commission shall have exclusive authority to 
commence or defend, and supervise the litigation of, any civil action 
authorized under 

section 26A and any appeal of such action in its own 
name by any of its attorneys designated by it for such purpose, unless 
the Commission authorizes the Attorney General to do so. The Commission 
shall inform the Attorney General of the exercise of such authority, 
and such exercise shall not preclude the Attorney General from 
intervening on behalf of the United States in such action and any 
appeal of such action as may be otherwise provided by law.''.
            (c) Enforcement Guidelines.--

    (1) In general.--Not later than 1 year after the date of 
 enactment of this Act, the Attorney General and the Federal 
 Trade Commission shall issue joint guidelines outlining 
 policies, practices, and analytical techniques relating to 
 agency enforcement under 

section 26A of the Clayton Act, as 
 added by subsection

    (a) of this section, with the goal of 
 promoting transparency and deterring violations of such 

section 26A.

    (2) Updates.--The Attorney General and the Federal Trade 
 Commission shall update the joint guidelines issued under 
 subsection

    (a) , as needed to reflect current agency policies 
 and practices, but not less frequently than once every 5 years 
 beginning on the date of enactment of this Act.

    (3) Public notice and comment.--
        (A) Guidelines.--Before issuing guidelines under 
 paragraph

    (1) or

    (2) , the Attorney General and the 
 Federal Trade Commission shall publish proposed 
 guidelines in draft form and provide public notice and 
 opportunity for comment for not less than 60 days after 
 the date on which the guidelines are published.
        (B) Inapplicability of rulemaking provisions.--The 
 provisions of 

section 553 of title 5, United States 
 Code, shall not apply to the guidelines issued under 
 this section.

SEC. 11. PENALTIES FOR SHERMAN ACT VIOLATIONS.

    (a) Civil Penalty Amendments.--

    (1) Section 1 of the sherman act.--

Section 1 of the Sherman 
 Antitrust Act (15 U.S.C. 1) is amended--
        (A) by striking ``Every'' and inserting ``

    (a) Every''; and
        (B) by adding at the end the following:
 ``

    (b)

    (1) Every person who violates this section shall be liable to 
the United States for a civil or criminal penalty of not more than the 
greater of--
 ``
        (A) 15 percent of the total United States revenues of the 
 person for the previous calendar year; or
 ``
        (B) 30 percent of the United States revenues of the 
 person in any part of the trade or commerce related to or 
 targeted by the unlawful conduct under this section during the 
 period of the unlawful conduct.
 ``

    (2) A penalty under this section may be recovered in a civil or 
criminal action brought by the United States.''.

    (2) Section 2 of the sherman act.--

Section 2 of the Sherman 
 Antitrust Act (15 U.S.C. 2) is amended--
        (A) by striking ``Every'' and inserting ``

    (a) Every''; and
        (B) by adding at the end the following
 ``

    (b)

    (1) Every person who violates this section shall be liable to 
the United States for a civil penalty of not more than the greater of--
 ``
        (A) 15 percent of the total United States revenues of the 
 person for the previous calendar year; or
 ``
        (B) 30 percent of the United States revenues of the 
 person in any part of the trade or commerce related to or 
 targeted by the unlawful conduct under this section during the 
 period of the unlawful conduct.
 ``

    (2) A civil penalty under this section may be recovered in a 
civil action brought by the United States.''.

    (3) Section 5 of the federal trade commission act.--

Section 5 of the Federal Trade Commission Act (15 U.S.C. 45) is amended 
 by adding at the end the following:
 ``

    (o)

    (1) The Commission may commence a civil action in a district 
court of the United States against any person, partnership, or 
corporation for a violation of subsection

    (a)

    (1) respecting an unfair 
method of competition that constitutes a violation of sections 1 or 2 
of the Sherman Act (15 U.S.C. 1, 2) and to recover a civil penalty for 
such violation.
 ``

    (2) In an action under paragraph

    (1) , any person, partnership, or 
corporation found to have violated subsection

    (a)

    (1) respecting an 
unfair method of competition that constitutes a violation of 

section 1 
or 2 of the Sherman Act (15 U.S.C. 1, 2) shall be liable for a civil 
penalty of not more than the greater of--
 ``
        (A) 15 percent of the total United States revenues of the 
 person, partnership, or corporation for the previous calendar 
 year; or
 ``
        (B) 30 percent of the United States revenues of the 
 person, partnership, or corporation in any line of commerce 
 related to or targeted by the unlawful conduct described in 
 paragraph

    (1) during the period of the unlawful conduct.''.

    (4) Section 16 of the federal trade commission act.--
 

Section 16

    (a)

    (2) of the Federal Trade Commission Act (15 U.S.C. 
 56

    (a)

    (2) ) is amended--
        (A) in subparagraph
            (D) , by striking ``or'' at the 
 end;
        (B) in subparagraph
        (E) --
            (i) by moving the margins 2 ems to the 
 left; and
            (ii) by striking the semicolon and 
 inserting ``; or''; and
            (C) by inserting after subparagraph
        (E) the 
 following:
 ``
        (F) to recover civil penalties under 

section 5

    (o) ;''.

    (b) Rule of Construction.--The civil penalties provided in 
subsection

    (b) of 

section 1 of the Sherman Act (15 U.S.C. 1), 
subsection

    (b) of 

section 2 of the Sherman Act (15 U.S.C. 2), and 
subsection

    (o) of 

section 5 of the Federal Trade Commission Act (15 
U.S.C. 45), as added by subsection

    (a) of this section, are in addition 
to, and not in lieu of, any other remedy provided by Federal law, 
including under--

    (1) section 4 or 16 of the Clayton Act (15 U.S.C. 15, 26); 
 or

    (2) section 13

    (b) of the Federal Trade Commission Act (15 
 U.S.C. 53

    (b) ).

SEC. 12. JOINT CIVIL PENALTY GUIDELINES.

    (a) In General.--Not later than 1 year after the date of enactment 
of this Act, the Attorney General and the Federal Trade Commission 
shall issue joint guidelines reflecting agency policies for determining 
the appropriate amount of a civil penalty to be sought under sections 
1

    (b) and 2

    (b) of the Sherman Act (15 U.S.C. 1, 2), 

section 26A

    (f) of 
the Clayton Act, as added by 

section 10

    (a) of this Act, and 

section 5

    (o) of the Federal Trade Commission Act (15 U.S.C. 45), as added by 

section 11

    (a) of this Act, with the goal of promoting transparency and 
seeking remedies for individual violations that are effective in 
deterring future unlawful conduct and proportionate to the gravity of 
the violation.

    (b) Considerations.--In determining civil penalty amounts under 
sections 1

    (b) and 2

    (b) of the Sherman Act (15 U.S.C. 1, 2), 

section 26A

    (f) of the Clayton Act, as added by 

section 10

    (a) of this Act, and 

section 5

    (o) of the Federal Trade Commission Act (15 U.S.C. 45), as 
added by 

section 11

    (a) of this Act, a district court of the United 
States shall consider--

    (1) the volume of commerce affected;

    (2) the duration and severity of the unlawful conduct;

    (3) the intent of the person undertaking the unlawful 
 conduct;

    (4) the extent to which the unlawful conduct was egregious 
 or a clear violation of the law;

    (5) whether the civil penalty is to be applied in 
 combination with other remedies, including--
        (A) structural remedies, behavioral conditions, or 
 equitable disgorgement; or
        (B) other remedies available under 

section 4, 4A, 
 15, or 16 of the Clayton Act (15 U.S.C. 15, 15a, 25, 
 26) or 

section 13

    (b) of the Federal Trade Commission 
 Act (15 U.S.C. 53

    (b) );

    (6) whether the person has previously engaged in the same 
 or similar anticompetitive conduct;

    (7) the extent to which the penalty will act to deter 
 future violations of the antitrust laws; and

    (8) whether the person undertook the conduct in violation 
 of a preexisting consent decree or court order.
            (c) Updates.--The Attorney General and the Federal Trade Commission 
shall update the joint guidelines issued under subsection

    (a) , as 
needed to reflect current agency policies and practices, but not less 
frequently than once every 5 years beginning on the date of enactment 
of this Act.
            (d) Public Notice and Comment.--

    (1) Guidelines.--Before issuing guidelines under subsection

    (a) or subsection
            (c) , the Attorney General and the Federal 
 Trade Commission shall publish proposed guidelines in draft 
 form and provide public notice and opportunity for comment for 
 not less than 60 days after the date on which the guidelines 
 are published.

    (2) Inapplicability of rulemaking provisions.--The 
 provisions of 

section 553 of title 5, United States Code, shall 
 not apply to the guidelines issued under this section.

SEC. 13. MARKET DEFINITION.

    (a) In General.--Establishing liability under the antitrust laws 
does not require the definition of a relevant market, except when the 
definition of a relevant market is required, to establish a presumption 
or to resolve a claim, under a statutory provision that explicitly 
references the terms ``relevant market'', ``market concentration'', or 
``market share''. Statutory references to the term ``line of commerce'' 
shall not constitute an exception to the foregoing rule that 
establishing liability under the antitrust laws does not require the 
definition of a relevant market.

    (b) Direct Evidence.--If direct evidence in the record is 
sufficient to prove actual or likely harm to competition, an 
appreciable risk to competition sufficient to satisfy the applicable 
statutory standard, or that the effect of an acquisition subject to 

section 7 of the Clayton Act (15 U.S.C. 18) may be to create an 
appreciable risk of materially lessening competition or to tend to 
create a monopoly or a monopsony, neither a court nor the Federal Trade 
Commission shall require definition of a relevant market in order to 
evaluate the evidence, to find liability, or to find that a claim has 
been stated under the antitrust laws.
            (c) Rule of Construction.--Nothing in this section may be construed 
to prevent a court or the Federal Trade Commission from considering 
evidence relating to the definition of proposed relevant markets to 
evaluate the merits of a claim under the antitrust laws.

SEC. 14. LIMITATIONS ON IMPLIED IMMUNITY FROM THE ANTITRUST LAWS.

    (a) In General.--In any action or proceeding to enforce the 
antitrust laws with respect to conduct that is regulated under Federal 
statute, no court or adjudicatory body may find that the Federal 
statute, or any rule or regulation promulgated in accordance with the 
Federal statute, implicitly precludes application of the antitrust laws 
to the conduct unless--

    (1) a Federal agency or department actively regulates the 
 conduct under the Federal statute;

    (2) the Federal statute does not include any provision 
 preserving the rights, claims, or remedies under the applicable 
 antitrust laws or under any area of law that includes the 
 antitrust laws; and

    (3) Federal agency or department rules or regulations, 
 adopted by rulemaking or adjudication, explicitly require or 
 authorize the defendant to undertake the conduct.

    (b) Existing Federal Regulation.--In any action or proceeding 
described in subsection

    (a) , the antitrust laws shall be applied fully 
and without qualification or limitation, and the scope of the antitrust 
laws shall not be defined more narrowly on account of the existence of 
Federal rules, regulations, or regulatory agencies or departments, 
unless application of the antitrust laws is precluded or limited by--

    (1) an explicit exemption from the antitrust laws under a 
 Federal statute; or

    (2) an implied immunity that satisfies the requirements 
 under subsection

    (a) .

SEC. 15. WHISTLEBLOWER PROTECTIONS.

    (a) Protections for Civil Whistleblowers.--The Clayton Act (15 
U.S.C. 12 et seq.) is amended by inserting after 

section 27 (15 U.S.C. 
26b) the following:

``

SEC. 27A. ANTI-RETALIATION PROTECTION FOR CIVIL WHISTLEBLOWERS.

 ``

    (a) Whistleblower Protections for Employees, Contractors, 
Subcontractors, and Agents.--
 ``

    (1) In general.--No employer may discharge, demote, 
 suspend, threaten, harass, or in any other manner discriminate 
 against a covered individual in the terms and conditions of 
 employment of the covered individual because of any lawful act 
 done by the covered individual--
 ``
        (A) to provide or cause to be provided to the 
 Federal Government or a person with supervisory 
 authority over the covered individual (or such other 
 person working for the employer who has the authority 
 to investigate, discover, or terminate misconduct) 
 information relating to any violation of, or any act or 
 omission the covered individual reasonably believes to 
 be a violation of, the applicable antitrust laws; or
 ``
        (B) to cause to be filed, testify in, participate 
 in, or otherwise assist a Federal Government 
 investigation or a Federal Government proceeding filed 
 or about to be filed (with any knowledge of the 
 employer) relating to any violation of, or any act or 
 omission the covered individual reasonably believes to 
 be a violation of, the applicable antitrust laws.
 ``

    (2) Limitation on protections.--Paragraph

    (1) shall not 
 apply to any covered individual if--
 ``
        (A) the covered individual planned and initiated 
 a violation or attempted violation of the applicable 
 antitrust laws;
 ``
        (B) the covered individual planned and initiated 
 a violation or attempted violation of a criminal law in 
 conjunction with a violation or attempted violation of 
 the applicable antitrust laws; or
 ``
            (C) the covered individual planned and initiated 
 an obstruction or attempted obstruction of an 
 investigation by the Federal Government of a violation 
 of the applicable antitrust laws.
 ``

    (3) === Definitions. ===
-In this section:
 ``
        (A) Applicable antitrust laws.--The term 
 `applicable antitrust laws' means 

section 1, 2, or 3 of 
 the Sherman Act (15 U.S.C. 1, 2, and 3) or 

section 5 of 
 the Federal Trade Commission Act (15 U.S.C. 45) to the 
 extent that such section applies to unfair methods of 
 competition.
 ``
        (B) Covered individual.--The term `covered 
 individual' means an employee, contractor, 
 subcontractor, or agent of an employer.
 ``
            (C) Employer.--The term `employer' means a 
 person, or any officer, employee, contractor, 
 subcontractor, or agent of such person.
 ``
            (D) Federal government.--The term `Federal 
 Government' means--
 ``
            (i) a Federal regulatory or law 
 enforcement agency; or
 ``
            (ii) any Member of Congress or committee 
 of Congress.
 ``
        (E) Person.--The term `person' has the same 
 meaning as in subsection

    (a) of the first section of 
 the Clayton Act (15 U.S.C. 12

    (a) ).
 ``

    (b) Enforcement Action.--
 ``

    (1) In general.--A covered individual who alleges 
 discharge or other discrimination by any employer in violation 
 of subsection

    (a) may seek relief under subsection
            (c) by--
 ``
        (A) filing a complaint with the Secretary of 
 Labor; or
 ``
        (B) if the Secretary of Labor has not issued a 
 final decision within 180 days of the filing of the 
 complaint and there is no showing that such delay is 
 due to the bad faith of the claimant, bringing an 
 action at law or equity for de novo review in the 
 appropriate district court of the United States, which 
 shall have jurisdiction over such an action without 
 regard to the amount in controversy.
 ``

    (2) Procedure.--
 ``
        (A) In general.--A complaint filed with the 
 Secretary of Labor under paragraph

    (1)
        (A) shall be 
 governed under the rules and procedures set forth in 
 

section 42121

    (b) of title 49, United States Code.
 ``
        (B) Exception.--Notification made under 

section 42121

    (b)

    (1) of title 49, United States Code, shall be 
 made to any individual named in the complaint and to 
 the employer.
 ``
            (C) Burdens of proof.--An action brought under 
 paragraph

    (1)
        (B) shall be governed by the legal burdens 
 of proof set forth in 

section 42121

    (b) of title 49, 
 United States Code.
 ``
            (D) Statute of limitations.--A complaint under 
 paragraph

    (1)
        (A) shall be filed with the Secretary of 
 Labor not later than 180 days after the date on which 
 the violation of this section occurs.
 ``
        (E) Civil actions to enforce.--If a person fails 
 to comply with an order or preliminary order issued by 
 the Secretary of Labor pursuant to the procedures set 
 forth in 

section 42121

    (b) of title 49, United States 
 Code, the Secretary of Labor or the person on whose 
 behalf the order was issued may bring a civil action to 
 enforce the order in the district court of the United 
 States for the judicial district in which the violation 
 occurred.
 ``
            (c) Remedies.--
 ``

    (1) In general.--A covered individual prevailing in any 
 action under subsection

    (b)

    (1) shall be entitled to all relief 
 necessary to make the covered individual whole.
 ``

    (2) Compensatory damages.--Relief for any action under 
 paragraph

    (1) shall include--
 ``
        (A) reinstatement with the same seniority status 
 that the covered individual would have had, but for the 
 discrimination;
 ``
        (B) the amount of back pay, with interest; and
 ``
            (C) compensation for any special damages 
 sustained as a result of the discrimination including 
 litigation costs, expert witness fees, and reasonable 
 attorney's fees.
 ``
            (d) Rights Retained by Whistleblowers.--Nothing in this section 
shall be deemed to diminish the rights, privileges, or remedies of any 
covered individual under any Federal or State law, or under any 
collective bargaining agreement.''.

    (b) Whistleblower Reward.--The Antitrust Criminal Penalty 
Enhancement and Reform Act of 2004 (15 U.S.C. 1 note) is amended by 
inserting after 

section 216 (15 U.S.C. 7a-3) the following:

``

SEC. 217. CRIMINAL ANTITRUST WHISTLEBLOWER INCENTIVES.

 ``

    (a) 

=== Definitions. ===
-In this section the following definitions shall 
apply:
 ``

    (1) Antitrust laws.--The term `antitrust laws' means 
 

section 1 or 3 of the Sherman Act (15 U.S.C. 1 and 3).
 ``

    (2) Collected proceeds.--The term `collected proceeds' 
 means any sanctions, fines, penalties, or awards obtained in 
 any covered enforcement action, whether by judgment, 
 settlement, or a deferred prosecution agreement.
 ``

    (3) Covered enforcement action.--The term `covered 
 enforcement action' means any criminal action brought by the 
 Attorney General under the antitrust laws that results in 
 collected proceeds exceeding $1,000,000.
 ``

    (4) Original information.--The term `original 
 information' means information that--
 ``
        (A) is derived from the personal knowledge of a 
 whistleblower;
 ``
        (B) is not known to the Attorney General or the 
 Department of Justice from any other source, unless the 
 whistleblower is the original source of the 
 information;
 ``
            (C) is not exclusively derived from an allegation 
 made in a judicial or administrative hearing, in a 
 governmental report, hearing, audit, or investigation, 
 or from the news media, unless the whistleblower is a 
 source of the information; and
 ``
            (D) is not already required to be disclosed to 
 the Department of Justice or another Federal agency.
 ``

    (5) Related action.--The term `related action', when used 
 with respect to any covered enforcement action brought by the 
 Attorney General, means any criminal action brought by another 
 United States entity that is based upon the original 
 information provided by a whistleblower that led to the 
 successful enforcement action by the Attorney General.
 ``

    (6) Whistleblower.--The term `whistleblower' means any 
 individual who provides, information relating to a violation of 
 the antitrust laws to the Department of Justice, in a manner 
 established by the Department of Justice.
 ``

    (b) Awards.--
 ``

    (1) In general.--In a covered enforcement action, or 
 related action, the Attorney General, subject to subsection
            (c) , may pay an award or awards to a whistleblower who 
 voluntarily provided original information to the Department of 
 Justice that led to the successful enforcement of the covered 
 enforcement action, or related action, in an amount not less 
 than 10 percent and not more than 30 percent, in total, of what 
 has been collected of the criminal fine imposed in the covered 
 enforcement action or related action under the antitrust laws;
 ``

    (2) Payment.--Any amount paid under paragraph

    (1) shall 
 be paid from the criminal fine collected in the covered 
 enforcement action.
 ``
            (c) Determination of Amount of Award; Denial of Award.--
 ``

    (1) Determination of amount of award.--
 ``
        (A) Discretion.--The determination of the amount 
 of an award made under subsection

    (b) shall be at the 
 discretion of the Attorney General.
 ``
        (B) Criteria.--In determining the amount of an 
 award made under subsection

    (b) , the Attorney General 
 shall take into consideration--
 ``
            (i) the significance of the information 
 provided by the whistleblower to the success of 
 the covered enforcement action;
 ``
            (ii) the degree of assistance and 
 cooperation provided by the whistleblower in a 
 covered enforcement action;
 ``
            (iii) the interest of the Department of 
 Justice in deterring criminal violations of the 
 antitrust laws by making awards to 
 whistleblowers who provide information that 
 lead to the successful covered enforcement 
 actions; and
 ``
            (iv) such additional relevant factors as 
 the Attorney General may establish.
 ``

    (2) Denial of award.--No award under subsection

    (b) shall 
 be made--
 ``
        (A) to any whistleblower who is, or was at the 
 time the whistleblower acquired the original 
 information submitted to the Commission, a member, 
 officer, or employee of--
 ``
            (i) any branch, agency, or 
 instrumentality of the Federal Government; or
 ``
            (ii) any law enforcement organization;
 ``
        (B) to any whistleblower who is convicted of a 
 criminal violation related to the covered enforcement 
 action for which the whistleblower otherwise could 
 receive an award under this section;
 ``
            (C) to any whistleblower who was an originator or 
 leader of or who coerced any other party to participate 
 in the activity giving rise to liability under the 
 antitrust laws in the covered enforcement action for 
 which the whistleblower otherwise could receive an 
 award under this section;
 ``
            (D) to any whistleblower who fails to respond 
 provide timely, truthful, continuing, and complete 
 cooperation to the Department of Justice relating to 
 the original information or intentionally withholds 
 information relating to the original information;
 ``
        (E) to any whistleblower who commits, 
 participates in, or attempts to commit or participate 
 in any crimes after disclosing the original information 
 to the Department of Justice;
 ``
        (F) to any whistleblower who fails to submit 
 information to the Department of Justice in such form 
 as the Department may require, or failed to report 
 relevant information to the Department known to the 
 whistleblower when the whistleblower first reported the 
 information to the Department;
 ``
        (G) to any whistleblower who fails to submit 
 information to the Department of Justice in such form 
 as the Department may require as prescribed by 
 regulation;
 ``
        (H) to any whistleblower who planned and 
 initiated an obstruction or attempted obstruction of an 
 investigation by the Department of Justice of a 
 violation of the antitrust laws; or
 ``
            (I) to any whistleblower who engages in conduct 
 that would disqualify the whistleblower if the 
 whistleblower were a leniency applicant under the 
 Leniency Program of the Antitrust Division.
 ``
            (d) Representation.--Any whistleblower who makes a claim for an 
award under subsection

    (b) may be represented by counsel.
 ``

    (e) Appeals.--Any determination made under this section, 
including whether, to whom, or in what amount to make awards, shall be 
in the discretion of the Attorney General. Any such determination, 
except the determination of the amount of an award if the award was 
made in accordance with subsection

    (b) , may be appealed to the 
appropriate court of appeals of the United States not more than 30 days 
after the determination is issued by the Attorney General. The court 
shall review the determination made by the Attorney General in 
accordance with 

section 706 of title 5, United States Code.''.

SEC. 16. PREJUDGMENT INTEREST.

 

Section 4 of the Clayton Act (15 U.S.C. 15) is amended by striking 
subsection

    (a) and inserting the following:
 ``

    (a) Except as provided in subsection

    (b) , any person who shall be 
injured in his business or property by reason of anything forbidden in 
the antitrust laws may sue therefor in any district court of the United 
States in the district in which the defendant resides or is found or 
has an agent, without respect to the amount in controversy, and shall 
recover threefold the damages by him sustained, the cost of suit, 
including a reasonable attorney's fee, and simple interest on threefold 
the damages by him sustained for the period beginning on the date of 
service of such person's pleading setting forth a claim under the 
antitrust laws and ending on the date of judgment.''.

SEC. 17. NO FORCED ARBITRATION FOR ANTITRUST DISPUTES.

    (a) In General.--Title 9, United States Code, is amended by adding 
at the end the following:

 ``CHAPTER 5--ARBITRATION ANTITRUST DISPUTES

``

Sec. 501. Definitions
 ``In this chapter--
 ``

    (1) the term `antitrust dispute' means a dispute--
 ``
        (A) arising from an alleged violation of the 
 antitrust laws (as defined in subsection

    (a) of the 
 first section of the Clayton Act (15 U.S.C. 12

    (a) ) or 
 State antitrust laws; and
 ``
        (B) in which the plaintiffs seek certification as 
 a class under rule 23 of the Federal Rules of Civil 
 Procedure or a comparable rule or provision of State 
 law;
 ``

    (2) the term `predispute arbitration agreement' means an 
 agreement to arbitrate a dispute that has not yet arisen at the 
 time of the making of the agreement; and
 ``

    (3) the term `predispute joint-action waiver' means an 
 agreement, whether or not part of a predispute arbitration 
 agreement, that would prohibit, or waive the right of, one of 
 the parties to the agreement to participate in a joint, class, 
 or collective action in a judicial, arbitral, administrative, 
 or other forum, concerning a dispute that has not yet arisen at 
 the time of the making of the agreement.
``

Sec. 502. No validity or enforceability
 ``

    (a) In General.--Notwithstanding any other provision of this 
title, no predispute arbitration agreement or predispute joint-action 
waiver shall be valid or enforceable with respect to an antitrust 
dispute.
 ``

    (b) Applicability.--An issue as to whether this chapter applies 
with respect to a dispute shall be determined under Federal law. The 
applicability of this chapter to an agreement to arbitrate and the 
validity and enforceability of an agreement to which this chapter 
applies shall be determined by a court, rather than an arbitrator, 
irrespective of whether the party resisting arbitration challenges the 
arbitration agreement specifically or in conjunction with other terms 
of the contract containing such agreement, and irrespective of whether 
the agreement purports to delegate such determinations to an 
arbitrator.''.

    (b) Technical and Conforming Amendments.--

    (1) In general.--Title 9 of the United States Code is 
 amended--
        (A) in 

section 2, by inserting ``or 5'' before the 
 period at the end;
        (B) in 

section 208, by inserting ``or 5'' before 
 the period at the end; and
            (C) in 

section 307, by inserting ``or 5'' before 
 the period at the end.

    (2) Table of chapters.--The table of chapters for title 9, 
 United States Code, is amended by adding at the end the 
 following:

``5. Arbitration of antitrust disputes...................... 501''.

SEC. 18. ADDITIONAL REMEDIES; RULES OF CONSTRUCTION.

    (a) Additional Remedies.--The rights and remedies provided under 
this Act are in addition to, not in lieu of, any other rights and 
remedies provided by Federal law, including under 

section 4, 4A, 15, or 
16 of the Clayton Act (15 U.S.C. 15, 15a, 25, 26) or 

section 13

    (b) of 
the Federal Trade Commission Act (15 U.S.C. 53

    (b) ).

    (b) Rules of Construction.--Nothing in this Act may be construed 
to--

    (1) impair or limit the applicability of any of the 
 antitrust laws; and

    (2) prohibit any other remedy provided by Federal law.

SEC. 19. AUTHORIZATION OF APPROPRIATIONS.

    (a) Fiscal Year 2025.--There is authorized to be appropriated for 
fiscal year 2025--

    (1) $535,000,000 for the Antitrust Division of the 
 Department of Justice; and

    (2) $725,000,000 for the Federal Trade Commission.

    (b) Subsequent Years.--Beginning in fiscal year 2026, and each 
fiscal year thereafter, all premerger notification filing fees 
collected pursuant to 

section 7A of the Clayton Act (15 U.S.C. 18a) 
shall--

    (1) be retained and used for expenses necessary for the 
 enforcement of the antitrust and kindred laws by the Antitrust 
 Division of the Department of Justice and the Federal Trade 
 Commission, to remain available until expended; and

    (2) shall be treated as direct spending described in 
 

section 250
            (c) (8)
        (A) of the Balanced Budget and Emergency 
 Deficit Control Act of 1985 (2 U.S.C. 900
            (c) (8)
        (A) ).
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