,,ii #aafth ,,congress #b;d ,session ,s4 #djac ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,june #ah1 #bjbj,ms4 ,warren 7for herself and ,mr4 ,sanders7 introduced the following bill2 which was read twice and referred to the ,committee on ,commerce1 ,science1 and ,transportation ,a ,,bill ,to prohibit certain transactions during the coronavirus disease #bjai 7,,covid-#ai7 pandemic4 #a4 ,short title ,this ,act may be cited as the ,pandemic ,anti-,monopoly ,act4 #b4 ,moratorium on certain mergers and acquisitions 7a7 ,in general ,except as provided in subsection 7b71 during the period beginning on the date of enactment of this ,act and ending on the date on which the ,federal ,trade ,commission votes unanimously under subsection 7c71 the following transactions are prohibited3 7#a7 ,acquisitions by firms with over #ajj1jjj1jjj in revenue4 7#b7 ,acquisitions by financial institutions or equity funds with over #ajj1jjj1jjj in capitalization4 7#c7 ,acquisitions by firms that are registered investment advisers under section #bjc of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#c7 or by firms that are majority-owned by a firm that is a registered investment adviser under that section4 7#d7 ,acquisitions involving firms with exclusive patent pertaining to coronavirus disease #bjai 7,,covid-#ai7 pandemic-related production1 manufacturing1 distribution1 or infrastructure1 medical supplies1 equipment1 facilities1 or services1 and drug research1 development1 production1 supply1 reserves1 or distribution4 7#e7 ,any other acquisition required to be reported under section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a74 7#f7 ,does not include an acquisition that is a transaction described in paragraph 7#a71 7#b71 7#c71 7#d71 7#e71 7#i71 or 7#aj7 of section #g;,a7c7 of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7c774 7b7 ,waiver 7#a7 ,in general ,firms participating in any transaction described in subsection 7a7 may petition the ,federal ,trade ,commission for a waiver by presenting clear and convincing evidence that the transaction will advance critical national security1 economic1 or public health interests during the emergency4 7#b7 ,failing firm ,the acquisition of a failing firm shall be considered to advance critical economic interests and shall be deemed to meet the criteria for a waiver under paragraph 7#a74 ,a firm shall be deemed failing if the ,commission concludes that-- 7,a7 the firm would be unable to meet the financial obligations of the firm in the near future1 having established that the resources of the firm are so depleted and the prospect of rehabilitation so remote that the firm faces the grave probability of a business failure2 7,b7 the probability of the firm successfully reorganizing under chapter #aa of title #aa1 ,united ,states ,code1 is dim or nonexistent2 and 7,c7 the firm has demonstrated that the firm made good faith efforts to elicit reasonable alternative offers that would keep assets of the firm in the market and pose a less severe danger to competition than does the proposed acquisition4 7#c7 ,vote ,the ,federal ,trade ,commission1 by unanimous ,commission vote and with the written concurrence of the ,attorney ,general1 the ,secretary of ,defense1 the ,secretary of ,homeland ,security1 the ,secretary of ,labor1 the ,secretary of ,health and ,human ,services1 and the ,administrator of the ,small ,business ,administration may grant a petition under paragraph 7#a7 if the ,commission determines that the transaction will advance critical national security1 economic1 or public health interests during the emergency4 7#d7 ,explanation ,upon granting a petition under this subsection1 the ,federal ,trade ,commission shall publish in the ,federal ,register and on the website of the ,commission the rationale for granting the petition4 7c7 ,termination of moratorium 7#a7 ,in general ,the prohibition in subsection 7a7 shall not apply only if the ,federal ,trade ,commission unanimously determines1 with the written consent of the ,attorney ,general1 the ,secretary of ,labor1 and the ,administrator of the ,small ,business ,administration1 that the prohibition should no longer apply4 7#b7 ,initial determination ,the ,federal ,trade ,commission may only hold a vote under paragraph 7#a7 after-- 7,a7 the national emergency under the ,national ,emergencies ,act 7#ej ,u4,s4,c4 #afja et seq47 with respect to the coronavirus disease #bjai 7,,covid-#ai7 has terminated2 7,b7 each ,state of the ,united ,states1 the ,district of ,columbia1 any territory of the ,united ,states1 ,puerto ,rico1 ,guam1 ,american ,samoa1 the ,virgin ,islands1 and the ,northern ,mariana ,islands have reopened their economies2 7,c7 the #ajj-;day period ending on the later of the date on which subparagraph 7,a7 or 7,b7 has been satisfied expires2 and 7,d7 the ,commission determines that small businesses and workers are no longer under severe financial distress4 7d7 ,tolling ,during the period beginning on the date of enactment of this ,act and ending on the date on which the ,federal ,trade ,commission votes under subsection 7c77#a7 to remove the prohibition under subsection 7a71 any waiting period or deadline required under section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 shall be automatically tolled4 7e7 ,penalties ,any firm attempting a prohibited transaction under this section shall be subject to an order blocking or reversing the transaction and a penalty of not less than #aj percent of the revenue of the firm for fiscal year #bjai4 7f7 ,resiliency rulemaking 7#a7 ,in general ,there shall be a legal presumption against a transaction that may pose a risk to the ,government's ability to respond to a national emergency1 including-- 7,a7 a transaction that may reduce1 restrict1 curtail1 or otherwise undermine the ability of the ,government to invent1 develop1 improve1 produce1 procure1 stockpile1 or otherwise make available goods and services that are life-saving or otherwise essential to the ,government's ability to address the coronavirus disease #bjai 7,,covid-#ai7 pandemic or other potential public health1 safety1 or other emergencies2 7,b7 a transaction that may reduce1 limit1 curtail1 or otherwise create a disincentive for research1 development1 or production of goods or services described in subparagraph 7,a72 and 7,c7 a transaction by a firm under contract within the last #e years with the ,federal ,government regarding any goods or services described in subparagraph 7,a74 7#b7 ,burden ,if a firm seeks to complete a transaction described in paragraph 7#a71 that firm shall have the burden of showing by clear and convincing evidence that the transaction does not pose a risk to the ,government's ability to respond to a national emergency4 7#c7 ,rulemaking ,not later than #a year after the date of enactment of this ,act1 the ,federal ,trade ,commission shall promulgate regulations to further define-- 7,a7 transactions that fall under paragraph 7#a77;,a72 7,b7 transactions that fall under paragraph 7#a77;,b72 7,c7 companies that fall under paragraph 7#a77;,c72 and 7,d7 specific goods and services that are life-saving or otherwise essential to the ,government's ability to address the coronavirus disease #bjai 7,,covid-#ai7 pandemic or other potential public health1 safety1 or other emergencies4