Sec. 4. Unlawful acquisitions
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/bill/118/s/4308/is/section-4A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
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. . Section 7 of the Clayton Act ( 15 U.S.C. 18 ) is amended— 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 ; by inserting or a monopsony after monopoly each place that term appears; and 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— the acquisition would lead to a significant increase in market concentration in any relevant market; the acquisition would increase the ability and incentive to engage in exclusionary conduct, as defined in section 26A of the Clayton Act; 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 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; 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; the acquisition— would likely enable the acquiring person to unilaterally and profitably exercise market power or materially increase its ability to do so; or would materially increase the probability of coordinated interaction among competitors in any relevant market; or the acquisition is not a transaction that is described in section 7A(c); and 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, 2024, 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, 2023; or 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 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 .
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