,i #aagth ,,congress #b;d ,session ,h4 ,r4 #gaja ,,in ,,the ,,house ,,of ,,representatives ,march #af1 #bjbb,mr4 ,jones 7for himself1 ,ms4 ,bush1 ,mr4 ,pocan1 ,mr4 ,espaillat1 ,mr4 ,garca of ,illinois1 ,mr4 ,levin of ,michigan1 ,ms4 ,norton1 ,ms4 ,ocasio-,cortez1 ,ms4 ,porter1 ,ms4 ,pressley1 ,mr4 ,takano1 and ,ms4 ,tlaib7 introduced the following bill2 which was referred to the ,committee on the ,judiciary1 and in addition to the ,committee on ,energy and ,commerce1 for a period to be subsequently determined by the ,speaker1 in each case for consideration of such provisions as fall within the jurisdiction of the committee concerned ,a ,,bill ,to prohibit certain anticompetitive mergers1 to amend the ,clayton ,act to permit the ,federal ,trade ,commission and the ,department of ,justice to reject proposed acquisitions1 to implement procedures for retrospective reviews and breaking up anticompetitive consummated acquisitions1 and for other purposes4 #a4 ,short title ,this ,act may be cited as the ,prohibiting ,anticompetitive ,mergers ,act of #bjbb4 #b4 ,findings and purposes 7a7 ,findings ,congress finds that-- 7#a7 the ,constitution of the ,united ,states prohibits political or economic oligarchies1 which are incompatible with a republican form of government2 7#b7 the antitrust laws1 including the ,sherman ,act 7#ae ,u4,s4,c4 #a et seq471 the ,clayton ,act 7#ae ,u4,s4,c4 #ab et seq471 and the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #da et seq471 were enacted to prohibit political and economic oligarchies1 to protect fair1 open1 and competitive markets1 and to prevent corporations from abusing their power to stifle competition and improperly influence democratic processes2 7#c7 ,federal courts have misinterpreted the antitrust laws to the detriment of consumers1 workers1 society1 and the ,united ,states political economy1 including by enhancing the misguided and narrowly defined consumer welfare standard1 as described by the ,supreme of the ,united ,states in ,reiter v4 ,sonotone ,corp41 #ddb ,u4,s4 #ccj 7#aigi71 and its progeny2 7#d7 concentrated economic power creates concentrated political power1 allowing giant corporations to invest growing sums of money into influencing government to tilt laws and rules in their favor2 7#e7 over the last #d decades1 powerful corporations have unconstitutionally amassed too much influence over the ,united ,states economy1 stifling competition in ,united ,states markets and harming workers1 consumers1 customer choice1 sellers1 small and minority-owned businesses 7including farms and ranches71 local1 rural1 and low-income communities1 communities of color1 privacy1 quality1 entrepreneurship1 and innovation2 7#f7 in #aige1 #aji companies pocketed half of all profits generated by firms in the ,united ,states whereas in #bjae1 the top #cj firms did so2 7#g7 startup rates fell by more than half over the last #d decades in industries that saw an increase in concentration2 7#h7 dominant corporations1 which often underinvest in their operations and infrastructure1 expose consumers in the ,united ,states to the risks of concentrated and brittle supply chains1 such as shortages of essential goods and increased prices2 7#i7 market concentration in essential markets1 including those for medical equipment1 food1 and retail1 can pose serious national-security risks during crisis events such as the ,,covid-#ai pandemic2 7#aj7 market concentration is associated with lower wages1 and evidence shows that in more concentrated markets1 giant corporations are less likely to pass on productivity gains to workers in the form of higher wages and more likely to engage in antiworker labor practices1 which disproportionately harm female workers and workers of color2 7#aa7 corporate consolidation has especially harmed rural communities1 low-income communities1 and communities of color1 as demonstrated by the impact of the recent ,sprint and ,t-,mobile merger on low-income customers who purchase prepaid plans2 7#ab7 ,federal agencies other than the ,federal ,trade ,commission and the ,department of ,justice may have particular expertise with respect to the competitive effects of an acquisition and should play a stronger role in antitrust enforcement2 7#ac7 ,state attorneys general may have critical local knowledge or regional concerns about the competitive effects of an acquisition and should play a stronger role in antitrust enforcement2 7#ad7 section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 7referred to in this section as section #g;,a7 was enacted to allow the antitrust agencies to review acquisitions before consummation2 7#ae7 the recent explosion of filings under section #g;,a has overwhelmed the ,federal ,trade ,commission and the ,department of ,justice1 a phenomenon exacerbated by strict statutory deadlines for the review process and an onerous judicial process to obtain injunctions to block acquisitions likely to lessen competition2 7#af7 the antitrust agencies should be empowered to reject acquisitions that they review under section #g;,a1 and those decisions should be treated as reviewable agency actions2 7#ag7 the use of structural and behavioral remedies to protect competition and prevent monopolistic behavior has proven ineffective across various industries2 7#ah7 the ,federal ,trade ,commission and the ,department of ,justice have the authority under existing law to conduct retrospective reviews of any consummated acquisition at any time1 regardless of whether the acquisition was nonreportable or the government opposed the acquisition before its consummation2 7#ai7 because some data about the competitive effects of an acquisition will necessarily emerge after consummation1 it is critical that the ,federal ,trade ,commission and the ,department of ,justice conduct retrospective reviews of acquisitions in order to remedy anticompetitive acquisitions1 including through unwinding2 7#bj7 an acquisition may have competitive effects in markets beyond the lines of commerce of the transaction1 particularly when a party has an extensive business ecosystem2 and 7#ba7 excessive market concentration must be remedied to restore and protect competition in the ,united ,states and ensure the ,united ,states economy and democracy benefit workers1 consumers1 customer choice1 sellers1 small and minority-owned businesses 7including farms and ranches71 local1 rural1 and low-income communities1 communities of color1 privacy1 quality1 entrepreneurship1 and innovation4 7b7 ,purposes ,the purposes of this ,act are to-- 7#a7 ban the most anticompetitive acquisitions2 7#b7 restore and protect the competitive process2 7#c7 amend section #g;,a to empower the antitrust agencies to reject acquisitions before consummation through agency action2 7#d7 reduce the burdens of contemporary merger litigation placed on ,federal and ,state officials2 7#e7 establish a greater role for ,federal agencies and ,state attorneys general in the merger-review process2 7#f7 establish procedures for retrospective reviews2 7#g7 break up acquisitions consummated during the #bast century that have lessened competition and harmed the competitive process2 7#h7 ensure that the structure of the ,united ,states economy is competitive and fair in order to safeguard the nation against economic and political oligarchies2 and 7#i7 uphold the mandate in the ,constitution of the ,united ,states to promote a flourishing democracy by promoting meaningful competition throughout all segments of the ,united ,states economy4 #c4 ,definitions ,the first section of the ,clayton ,act 7#ae ,u4,s4,c4 #ab7 is amended by striking subsections 7a7 and 7b7 and inserting the following3 #a4 ,definitions2 short title 7a7 ,definitions ,in this ,act3 7#a7 ,acquisition ,the term acquisition means-- 7,a7 any merger2 7,b7 any direct or indirect acquisition of the whole or any part of the assets1 stock1 or other share capital or the use of such stock by the voting or granting of proxies or otherwise2 or 7,c7 any tender offer1 joint venture1 deal1 or other similar transaction subject to section #g or #g;,a4 7#b7 ,antitrust agency ,the term antitrust agency means-- 7,a7 the ,federal ,trade ,commission2 or 7,b7 the ,antitrust ,division of the ,department of ,justice4 7#c7 ,antitrust laws ,the term antitrust laws means-- 7,a7 the ,sherman ,act 7#ae ,u4,s4,c4 #a et seq472 7,b7 the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #da et seq472 7,c7 this ,act2 and 7,d7 any other similar ,federal or ,state law designed or intended to prohibit1 restrict1 or regulate actions having the purpose or effect of monopolization1 restraint of trade1 or lessening competition 7including through merger or acquisition74 7#d7 ,critical trading partner ,the term critical trading partner means a person that has the ability to restrict1 impede1 or foreclose access to its inputs1 customers1 partners1 goods1 services1 technology1 platform1 facilities1 or tools in a way that harms the competitive process or limits the ability of the customers or suppliers of the person to carry out business effectively4 7#e7 ,disqualifying behavior ,the term disqualifying behavior means-- 7,a7 violating an order issued by an antitrust agency2 7,b7 entering into any nonprosecution agreement or deferred prosecution agreement with the ,department of ,justice2 7,c7 paying a fine1 penalty1 or settlement 7including class-action settlements7 exceeding #a1jjj1jjj to an antitrust agency1 a ,state or county1 or private party if the underlying dispute is based on a violation of antitrust law2 7,d7 being convicted of any felony by a ,state court or court of the ,united ,states2 or 7,e7 being found liable for violating any antitrust law by a ,state court or court of the ,united ,states4 7#f7 ,dominant firm ,the term dominant firm means a person that-- 7,a7 has annual revenues exceeding #e1jjj1jjj1jjj 7as adjusted and published for each fiscal year beginning after ,september #cj1 #bjbb1 in the same manner as provided in section #h7;a77#e7 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 #cj1 #bjba72 7,b7 is a financial institution1 an equity fund1 or a registered investment adviser under section #bjc of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#c71 if the party or the ultimate parent entity of such party has greater than #aj1jjj1jjj1jjj 7as so adjusted and published7 in capitalization1 commitments1 or assets under management2 or 7,c7 has greater than #bj percent of any relevant market4 7#g7 ,failing-firm defense ,the term failing-firm defense means a defense that an acquisition is unlikely to be anticompetitive because-- 7,a7 the party being acquired is in danger of immediate insolvency2 7,b7 the party being acquired is not able to reorganize successfully under chapter #aa of title #aa1 ,united ,states ,code2 7,c7 the party being acquired has made unsuccessful good-faith efforts to elicit reasonable alternative offers that would keep the assets of the party in the relevant markets and pose a less severe danger to competition than does the proposed acquisition2 and 7,d7 the acquiring party is the only available purchaser4 7#h7 ,labor market ,the term labor market includes-- 7,a7 commuting zones1 as defined by the ,department of ,agriculture2 7,b7 the #f-;digit ,standard ,occupational ,classification codes for a particular job classification2 and 7,c7 other definitions as the ,federal ,trade ,commission and the ,department of ,justice may promulgate by regulation4 7#i7 ,nonreportable acquisition ,the term nonreportable acquisition means any acquisition for which the parties are not required to file notification under section #g;,a4 7#aj7 ,party ,the term party means1 for a given acquisition1 a person required to file notification under section #g;,a4 7#aa7 ,person ,the term person has the meaning given the term in section #h of the ,sherman ,act 7#ae ,u4,s4,c4 #g74 7#ab7 ,platform ,the term platform means any person's website1 online or mobile application1 operating system1 digital assistant1 online advertising exchange1 or online service that-- 7,a7 operates or provides the main interface between different users or market participants1 such as individuals1 advertisers1 or providers of content1 services1 and goods2 and 7,b7 allows for exchanges of at least some goods1 services1 or content that the person does not own4 7#ac7 ,platform conflict of interest ,the term platform conflict of interest means the conflict of interest that arises when a person owns or controls a platform while simultaneously-- 7,a7 owning or controlling a line of business that competes against third parties on that platform1 if the person has the ability and incentive to1 or does1 advantage its own business on the platform over third-party competitors on the platform or disadvantage the business of third-party competitors on the platform2 or 7,b7 representing both buyers and sellers for transactions or business on the platform4 7#ad7 ,prohibited merger ,the term prohibited merger means an acquisition-- 7,a7 in which-- 7i7 the ,herfindahl-,hirschman ,index would be greater than #a1hjj in any relevant market2 and 7ii7 the increase in the ,herfindahl-,hirschman ,index would be more than #ajj in such relevant market2 7,b7 in which the acquiring person would have a market share of greater than #cc percent of any relevant market 7excluding labor markets7 or greater than #be percent of any labor market as an employer2 or 7,c7 that would result in the acquiring person holding an aggregate total amount of the voting securities and assets of the acquired person in excess of #e1jjj1jjj1jjj 7as so adjusted and published74 7#ae7 ,relevant agency ,the term relevant agency means the ,office of ,advocacy of the ,small ,business ,administration1 the ,minority ,business ,development ,agency of the ,department of ,commerce1 the ,national ,labor ,relations ,board1 any ,federal agency required to review an acquisition under ,federal law1 or any ,federal agency with substantial regulatory authority over a party involved in an acquisition 7including persons or financial institutions involved with financing the acquisition7 as identified by the parties1 the ,federal ,trade ,commission1 or the ,assistant ,attorney ,general4 7#af7 ,relevant market ,the term relevant market-- 7,a7 means any line of commerce1 product market1 service market1 or labor market implicated by an acquisition2 and 7,b7 includes a geographic area if geography limits the willingness or ability-- 7i7 of some customers to substitute some products2 7ii7 of some suppliers to serve some customers2 or 7iii7 of some workers to provide labor4 7#ag7 ,state attorney general ,the term ,state attorney general has the meaning given the term in section #d;,g4 7#ah7 ,ultimate parent entity ,the term ultimate parent entity has the meaning given the term in section #hja4a of title #af1 ,code of ,federal ,regulations4 7b7 ,short title ,this ,act may be cited as the ,clayton ,act4 4 #d4 ,banning all prohibited mergers and strengthening antitrust agency enforcement 7a7 ,banning all prohibited mergers ,section #g of the ,clayton ,act 7#ae ,u4,s4,c4 #ah7 is amended-- 7#a7 in the first and second undesignated paragraphs1 by striking lessen competition1 or to tend to create a monopoly each place the term appears and inserting harm the competitive process1 or create or help maintain a monopoly1 a monopsony1 market power1 or unfair methods of competition2 7#b7 in the first1 second1 and third undesignated paragraph1 by inserting 7including labor7 after any activity affecting commerce each place the term appears2 and 7#c7 by adding at the end the following3 ,any prohibited merger shall be unlawful under this section4 ,neither quantitative evidence nor a definition of a relevant market or market share shall be required to establish a violation under this section4 ,harms to the competitive process include the harms described in section #g;,a4 4 7b7 ,strengthening antitrust agency enforcement 7#a7 ,mandatory hsr filings ,section #g;,a7a7 of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7a77 is amended-- 7,a7 in the matter preceding paragraph 7#a71 by inserting 1 subject to subsection 7b71 before the waiting2 7,b7 in paragraph 7#a71 by striking and at the end2 7,c7 in paragraph 7#b77;,b77ii77,,iii71 by striking the period at the end and inserting 2 and2 and 7,d7 by inserting after paragraph 7#b77;,b77ii77,,iii7 the following3 7#c7 7,a7 as a result of such acquisition1 the acquiring person would hold an aggregate total amount of the voting securities and assets of the acquired person of #ej1jjj1jjj 7as so adjusted and published7 or more2 and 7,b7 the acquiring person1 or the person whose voting securities or assets are being acquired-- 7i7 has annual revenues in excess of #e1jjj1jjj1jjj 7as so adjusted and published72 or 7ii7 is a financial institution1 an equity fund1 or a registered investment adviser under section #bjc of the ,investment ,advisers ,act of #aidj 7#ae ,u4,s4,c4 #hj;b-#c71 if the person or the ultimate parent entity of the person has greater than #aj1jjj1jjj1jjj 7as so adjusted and published7 in capitalization1 commitments1 or assets under management4 4 7#b7 ,empowering the antitrust agencies to reject acquisitions ,section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 is amended-- 7,a7 in subsection 7b7-- 7i7 in paragraph 7#a77;,b7-- 7,i7 by striking thirtieth and inserting #abjth2 and 7,,ii7 by striking fifteenth and inserting #fjth2 and 7ii7 in paragraph 7#b71 by striking the ,assistant and all that follows through the period at the end and inserting on demonstration of an emergency may1 in individual cases1 terminate the waiting period specified in paragraph 7#a7 and allow any person to proceed with any acquisition subject to this section1 upon a vote of the ,federal ,trade ,commission or approval of the ,assistant ,attorney ,general1 and promptly shall cause to be published in the ,federal ,register a notice that details the justification of such decision4 ,the waiting period may not be terminated under this paragraph without the approval of all relevant agencies and ,states that have received materials pursuant to subsection 7l742 7,b7 in subsection 7e71 by adding at the end the following3 7#c7 ,no person shall acquire1 directly or indirectly1 any voting securities or assets of another person under subsection 7a7 unless-- 7,a7 7i7 the waiting period expires or is terminated2 and 7ii7 the ,federal ,trade ,commission or the ,assistant ,attorney ,general has not rejected the acquisition2 or 7,b7 an appropriate court issues a final1 nonappealable order reversing the decision of the ,federal ,trade ,commission or the ,assistant ,attorney ,general to reject the acquisition4 7#d7 7,a7 ,not later than #ae days after the date on which the ,federal ,trade ,commission and the ,assistant ,attorney ,general receive a notification filed under subsection 7a71 the ,federal ,trade ,commission and the ,assistant ,attorney ,general shall determine whether the ,federal ,trade ,commission or the ,assistant ,attorney ,general shall review the acquisition1 which shall be publicly announced4 7,b7 ,if no decision is made under subparagraph 7,a7 before the expiration of the #ae-;day period1 the ,federal ,trade ,commission shall review the acquisition1 which shall be publicly announced4 7#e7 ,not later than #abj days after the date on which the ,federal ,trade ,commission and the ,assistant ,attorney ,general receive a notification filed under subsection 7a71 the ,federal ,trade ,commission or the ,assistant ,attorney ,general shall determine whether to reject the acquisition4 7#f7 7,a7 ,the ,federal ,trade ,commission or the ,assistant ,attorney ,general shall provide-- 7i7 an opportunity for public comment during the #fj-;day period beginning on the date on which a public announcement is made under paragraph 7#d72 and 7ii7 the public with-- 7,i7 notice of a notification filed under subsection 7a72 and 7,,ii7 a summary of all documentary material and information described in subsection 7d74 7,b7 ,the ,federal ,trade ,commission or the ,assistant ,attorney ,general shall consider any public comments submitted under this paragraph before making a determination under paragraph 7#e74 7#g7 7,a7 ,harms to the competitive process may include1 without limitation1 harms to workers 7including significant layoffs or harms to existing collective bargaining agreements1 retirees1 worker benefits and compensation1 or labor conditions71 consumers 7including patients1 renters1 and students71 customer choice1 sellers1 small or minority-owned businesses 7including farms and ranches71 local1 rural1 or low-income communities1 communities of color1 privacy1 quality 7including health and safety71 entrepreneurship1 or innovation4 7,b7 ,when evaluating whether an acquisition is likely to harm the competitive process1 the ,federal ,trade ,commission or the ,assistant ,attorney ,general shall consider-- 7i7 effects in any relevant market 7including labor markets71 cross-market effects or impacts on the lines of commerce of the parties beyond any relevant markets1 impacts throughout the supply chains or business ecosystems of the parties1 and impacts on small or minority-owned businesses 7including farms and ranches71 local1 rural1 or low-income communities1 and communities of color2 and 7ii7 the history of-- 7,i7 express collusion in any relevant market2 7,,ii7 acquisitions by a party in any relevant market during the preceding #e-year period2 and 7,,iii7 any anticompetitive effects that followed previous acquisitions of the parties1 including-- 7aa7 increased prices for consumers2 7bb7 reduced wages for workers2 7cc7 reductions in safety for consumers or workers2 7dd7 increased injuries or deaths for consumers or workers2 7ee7 bankruptcy or financial distress of acquired companies2 7ff7 significant worker layoffs2 and 7gg7 reduced investments in research and development4 7,c7 ,the ,federal ,trade ,commission or the ,assistant ,attorney ,general may determine that the acquisition is likely to harm the competitive process if the history described in subparagraph 7,b77ii7 is significant or extensive4 7,d7 ,when evaluating an acquisition for which any party 7or its ultimate parent entity7 is a dominant firm1 the ,federal ,trade ,commission or the ,assistant ,attorney ,general may determine that the acquisition is likely to harm the competitive process if-- 7i7 another party offers overlapping1 competing1 or functionally equivalent services or products2 7ii7 another party is a nascent competitor or maverick2 7iii7 another party is a critical trading partner in the supply chains or business ecosystems of the parties2 or 7iv7 the acquisition would create a platform conflict of interest4 7#h7 7,a7 ,the decision of the ,federal ,trade ,commission or the ,assistant ,attorney ,general not to reject an acquisition under subsection 7a7 shall-- 7i7 be made publicly available by the date on which the waiting period expires or is terminated2 7ii7 include a summary of the review process and identify the factors considered in making the decision not to reject the acquisition1 which shall include 7as relevant or applicable7 the possible harms listed in paragraph 7#g72 7iii7 have no precedential value for any future decisions regarding whether to reject an acquisition by the same or different persons2 7iv7 shall not preclude the ,federal ,trade ,commission1 the ,assistant ,attorney ,general1 or a ,state attorney general from investigating the acquisition1 seeking to unwind the acquisition1 or seeking to impose remedies on the parties to the acquisition at a later date2 and 7v7 shall have no bearing on the legality of the acquisition if the acquisition is challenged through judicial proceedings4 7,b7 ,during the waiting period 7or any extension thereof71 neither the ,federal ,trade ,commission nor the ,assistant ,attorney ,general may enter into any settlement agreement 7including commitments to structural or behavioral remedies7 with the parties to an acquisition under subsection 7a7 when deciding whether to reject the acquisition4 7,c7 ,if the ,federal ,trade ,commission or the ,assistant ,attorney ,general declines to reject an acquisition under subsection 7a7 by the end of the waiting period1 the ,federal ,trade ,commission or the ,assistant ,attorney ,general1 respectively1 may issue an order requiring the parties to hold their assets separate for a period not to exceed #fj days4 7#i7 7,a7 ,the ,federal ,trade ,commission or the ,assistant ,attorney ,general shall reject an acquisition described in subsection 7a7 if-- 7i7 the acquisition is a prohibited merger2 7ii7 the acquisition is likely to harm the competitive process or create or help maintain a monopoly1 a monopsony1 market power1 or unfair methods of competition1 as determined by the ,federal ,trade ,commission or the ,assistant ,attorney ,general1 respectively2 7iii7 a party to the acquisition 7or its ultimate parent entity7-- 7,i7 is a dominant firm2 and 7,,ii7 has consummated #b or more acquisitions in any relevant market during the preceding #e-year period2 7iv7 a relevant agency objects to the acquisition on the basis of a substantive justification as described in subsection 7l72 7v7 during the waiting period or during the #aj-year period ending on the date on which notification under subsection 7a7 is filed1 a party to the acquisition engaged in any disqualifying behavior2 or 7vi7 the ,federal ,trade ,commission or the ,assistant ,attorney ,general1 respectively1 determines that-- 7,i7 all information and documentary materials have not been supplied2 or 7,,ii7 the supplied information is not adequately responsive4 7,b7 ,the decision of the ,federal ,trade ,commission or the ,assistant ,attorney ,general to reject an acquisition under subsection 7a7 shall-- 7i7 be made publicly available before the date on which the waiting period expires or is terminated2 7ii7 identify which of the #e categories of rejection was or were the basis of the decision and include1 as applicable-- 7,i7 a statement explaining why the acquisition is a prohibited merger2 7,,ii7 a substantive justification for the decision1 including-- 7aa7 an explanation of how the acquisition is likely to harm the competitive process or create or help maintain a monopoly1 a monopsony1 market power1 or unfair methods of competition1 including 7as applicable or relevant7 an analysis of how the acquisition would likely harm workers 7including significant layoffs or harms to existing collective bargaining agreements1 retirees1 worker benefits and compensation1 or labor conditions71 consumers 7including patients1 renters1 and students71 customer choice1 sellers1 small or minority-owned businesses 7including farms and ranches71 local1 rural1 or low-income communities1 communities of color1 privacy1 quality 7including health and safety71 entrepreneurship1 or innovation2 7bb7 an explanation of why1 in light of the factors described in item 7aa71 the acquisition was rejected2 and 7cc7 a response to public comments that addresses major counterarguments to the justification for the decision to reject2 7,,iii7 a statement explaining which party is a dominant firm and identifying #b or more consummated acquisitions by the party in a relevant market during the preceding #e-year period2 7,,iv7 the substantive justification received from an objecting relevant agency in accordance with subsection 7l72 7,v7 a statement identifying any disqualifying behavior of a party during the waiting period or during the #aj-year period ending on the date on which notification is filed under subsection 7a72 or 7,,vi7 an explanation of how the information and documentary materials submitted by the parties were not adequately responsive2 and 7iii7 have no precedential value for any future decisions regarding whether to reject an acquisition by the same or different persons4 7#aj7 7,a7 ,any party to an acquisition rejected by the ,federal ,trade ,commission or the ,assistant ,attorney ,general under this section may bring an action under this paragraph in the appropriate district court of the ,united ,states to challenge the decision of the ,federal ,trade ,commission or the ,assistant ,attorney ,general to reject the acquisition1 and no other person or entity shall have a cause of action under this paragraph4 7,b7 ,a decision of the ,federal ,trade ,commission or the ,assistant ,attorney ,general to reject an acquisition under this section shall be considered a matter of discretion1 and the reviewing court shall hold unlawful and set aside the decision only if the decision's findings and conclusions are found to be arbitrary1 capricious1 an abuse of discretion1 or otherwise not in accordance with this section4 7,c7 ,the parties to a rejected acquisition may not file suit to challenge the decision more than #fj days after the decision is made public4 7,d7 ,in judicial proceedings challenging a decision to reject an acquisition1 a court shall give deference to any definition of a relevant market or market share alleged by the ,federal ,trade ,commission or the ,assistant ,attorney ,general and may not offset any anticompetitive harms alleged by the ,federal ,trade ,commission or the ,assistant ,attorney ,general with any procompetitive benefits4 7#aa7 ,nothing in this subsection may be construed to preclude the ,federal ,trade ,commission or the ,assistant ,attorney ,general from reviewing or investigating a nonreportable acquisition before or after its consummation4 2 and 7,c7 by striking subsection 7f74 7#c7 ,enhanced ,,hsr filing requirements ,section #g;,a7d7 of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7d77 is amended-- 7,a7 in paragraph 7#a71 by striking and at the end2 7,b7 by redesignating paragraph 7#b7 as paragraph 7#e72 and 7,c7 by inserting after paragraph 7#a7 the following3 7#b7 shall require that the notification required under subsection 7a7 include1 in addition to the information described in paragraph 7#a7-- 7,a7 basic information on the acquiring person and the person whose voting securities or assets are being acquired1 including-- 7i7 the names of each executive officer and board member of each person2 7ii7 the annual revenues of each person for each year of the #e-year period ending on the date on which the notification will be filed2 7iii7 all lines of business1 assets1 and investments of each person2 7iv7 all data assets of each person2 7v7 all intellectual-property assets of each person1 including patents1 copyrights1 and trademarks2 7vi7 all trade secrets1 as defined in section #ahci of title #ah1 ,united ,states ,code1 of each person2 7vii7 contact information for the #aj largest customers of each person 7as applicable72 and 7viii7 contact information for the #aj largest suppliers of each person 7as applicable72 7,b7 the stated justification for the acquisition1 including-- 7i7 what1 if any1 nonpublic information was used to inform a decision to enter the acquisition2 7ii7 what1 if any1 publicly available information was processed using artificial intelligence1 algorithms1 or other automated data processing systems to inform a decision to enter the acquisition2 and 7iii7 if relevant1 how the failing-firm defense applies1 including a list of good-faith efforts to elicit reasonable alternative offers and reasons the offers were unsuccessful2 7,c7 any proposed plans to benefit workers1 consumers1 customer choice1 sellers1 small or minority-owned businesses 7including farms and ranches71 local1 rural1 or low-income communities1 communities of color1 privacy1 quality1 entrepreneurship1 and innovation1 including plans to-- 7i7 use new expertise1 resources1 and additional revenues to reduce prices2 7ii7 increase quality2 7iii7 increase privacy2 7iv7 increase worker pay1 benefits1 and conditions2 7v7 invest in local1 rural1 or low-income communities or communities of color2 and 7vi7 invest in research and development2 7,d7 the projected impact of the acquisition on the competitive process1 workers 7including significant layoffs or harms to existing collective bargaining agreements1 retirees1 worker benefits and compensation1 or labor conditions71 consumers 7including patients1 renters1 and students71 customer choice1 sellers1 small and minority-owned businesses 7including farms and ranches71 local1 rural1 and low-income communities1 communities of color1 privacy1 quality 7including health and safety71 entrepreneurship1 and innovation2 7,e7 a list of all other significant competitors 7including entrants or potential entrants7 and competing products2 7,f7 estimated market shares in the relevant markets of the acquisition for each person and any significant competitors identified in subparagraph 7,e7 for the current year and each of the previous #b years2 7,g7 a list of every merger1 acquisition1 sale of assets1 or divestiture consummated by each party during the preceding #aj-year period1 whether or not the party was required to file a notification under subsection 7a72 7,h7 a list of each person or financial institution that provided or will provide financing for the acquisition 7including debt1 equity1 and all other sources7 and the amount provided2 7,i7 an affirmation from each party that it has not engaged in any disqualifying behavior during the #aj-year period ending on the date on which the notification will be filed2 7,j7 a list of ,states that would be impacted by the acquisition2 7,k7 a list of ,federal agencies with substantial regulatory authority over each party 7or the persons or financial institutions involved with financing the acquisition72 and 7,l7 whether any party 7or its ultimate parent entity7 is a dominant firm2 7#c7 shall evaluate the stated justification for the acquisition to determine if the justification comports with the information provided under paragraph 7#b72 7#d7 shall determine if the acquisition or combination of data assets described in paragraph 7#b7 would violate the antitrust laws1 including if the acquisition or combination of data assets is likely to harm the competitive process or create or help maintain a monopoly1 a monopsony1 market power1 or unfair methods of competition2 and 4 7#d7 ,increased waiting period ,section #g;,a7e7 of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7e77 is amended-- 7,a7 by striking #cj each place the term appears and inserting #abj2 and 7,b7 by striking #ae each place the term appears and inserting #fj4 7#e7 ,,hsr sharing ,section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 is amended by adding at the end the following3 7l7 ,,hsr sharing 7#a7 ,submission to states ,not later than #g days after the date on which information or documentary material relevant to a proposed acquisition is filed with the ,federal ,trade ,commission and ,assistant ,attorney ,general under this section1 the ,federal ,trade ,commission and the ,assistant ,attorney ,general shall submit to each ,state attorney general of any ,state identified by the parties under subsection 7d71 and to any ,state attorney general of a ,state that the ,federal ,trade ,commission or the ,assistant ,attorney ,general determines would be impacted by the acquisition-- 7,a7 notification of the proposed acquisition2 and 7,b7 a copy of all documents submitted in relation to the acquisition4 7#b7 ,sharing with agencies ,for each acquisition filed under subsection 7a71 the ,federal ,trade ,commission or the ,assistant ,attorney ,general shall-- 7,a7 send notice of the proposed acquisition to any ,federal agency-- 7i7 required to review the acquisition under ,federal law2 7ii7 determined to have substantial regulatory authority over a party involved in the acquisition2 or 7iii7 identified by the parties under subsection 7d72 7,b7 provide to each ,federal agency notified under subparagraph 7,a7 a copy of all documents submitted in relation to the acquisition not later than #cj days after the date on which the waiting period described in subsection 7b77#a7 begins2 and 7,c7 reject the acquisition if-- 7i7 any ,federal agency with substantial regulatory authority objects to the acquisition on the basis that the acquisition would harm the competitive process or materially harm the interests of the ,united ,states as a customer1 trading partner1 or stakeholder2 7ii7 the ,office of ,advocacy of the ,small ,business ,administration objects to the acquisition on the basis that the acquisition would materially harm small businesses 7including farms and ranches72 7iii7 the ,minority ,business ,development ,agency of the ,department of ,commerce objects to the acquisition on the basis that the acquisition would materially harm minority-owned businesses 7including farms and ranches72 or 7iv7 the ,national ,labor ,relations ,board objects to the acquisition on the basis that-- 7,i7 the acquisition would help create or maintain a monopsony or unfair labor practice 7including the refusal of the parties to preserve1 expand1 or effectuate collective bargaining agreements covering workers impacted by the acquisition1 as applicable72 or 7,,ii7 the acquisition would materially harm workers 7including significant layoffs or harms to existing collective bargaining agreements1 retirees1 worker benefits and compensation1 or labor conditions74 7#c7 ,substantive justifications for objections ,if a relevant agency objects to an acquisition under paragraph 7#c71 the relevant agency shall submit to the ,federal ,trade ,commission or the ,assistant ,attorney ,general1 as applicable1 a substantive justification for the objection before the date on which the waiting period expires or is terminated4 7m7 ,certification 7#a7 ,individuals 7,a7 ,prohibition ,no individual who certifies a notification filed under subsection 7a7 on behalf of an entity may1 within the notification or during the waiting period1 knowingly-- 7i7 falsify1 conceal1 or cover up by any trick1 scheme1 or device a material fact2 7ii7 make any materially false1 fictitious1 or fraudulent statement or representation2 or 7iii7 make or use any false writing or document knowing the same to contain any materially false1 fictitious1 or fraudulent statement or entry4 7,b7 ,penalty ,any individual who violates subparagraph 7,a7 shall be fined not more than #aj1jjj1jjj1 imprisoned for not more than #e years1 or both4 7#b7 ,,ceo liability ,a chief executive officer of an entity shall be deemed liable for any violation of paragraph 7#a7 committed by an officer or employee of the entity if the chief executive officer knew or should have known of the violation4 7#c7 ,entity ,an entity described in paragraph 7#a7 shall be fined1 for each violation1 not more than #e percent of the revenues that the ultimate parent entity of the entity earned during the #a-year period ending on the date on which the notification is filed4 4 7#f7 ,additional ftc enforcement ,section #e7;a77#b7 of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #de7;a77#b77 is amended by striking 1 except banks and all that follows through said ,act14 7c7 ,rulemaking ,not later than #a year after the date of enactment of this ,act1 the ,federal ,trade ,commission and the ,department of ,justice shall promulgate regulations to further define harms to the competitive process1 including harms to workers1 consumers1 customer choice1 sellers1 small and minority-owned businesses1 local1 rural1 and low-income communities1 communities of color1 privacy1 quality1 entrepreneurship1 and innovation4 #e4 ,additional enforcement by state attorneys general 7a7 ,in general 7#a7 ,civil action ,no later than #fj days after the end of the waiting period1 a ,state attorney general of a ,state that would be impacted by an acquisition filed under section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 may bring an action under this paragraph in the appropriate district court of the ,united ,states to obtain an injunction enjoining the consummation of the acquisition4 7#b7 ,injunction ,the court shall grant the injunction described in paragraph 7#a7 if the ,state attorney general demonstrates by a preponderance of the evidence that under section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7-- 7,a7 the acquisition is a prohibited merger2 7,b7 the acquisition is likely to harm the competitive process or create or help maintain a monopoly1 a monopsony1 market power1 or unfair methods of competition2 or 7,c7 during the waiting period or during the #aj-year period ending on the date on which notification under subsection 7a7 is filed1 a party to the acquisition engaged in any disqualifying behavior4 7#c7 ,harms to the competitive process ,the ,state attorney general may use any direct or indirect evidence to demonstrate that an acquisition is likely to harm the competitive process1 including1 but not limited to1 the harms described in section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a74 7#d7 ,balancing prohibited ,the court may not offset any anticompetitive harms demonstrated under paragraph 7#b7 or 7#c7 with any procompetitive benefits4 7#e7 ,deference ,the court shall give deference to any definition of a relevant market or market share alleged by the ,state attorney general4 7#f7 ,stay of proceedings ,the court shall stay all judicial proceedings under this section regarding an acquisition filed under section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 until the end of the waiting period4 ,the stay shall be lifted at the end of the waiting period if the ,federal ,trade ,commission or the ,assistant ,attorney ,general declines to reject the acquisition4 7#g7 ,dismissal ,the court shall dismiss with prejudice any claims filed under paragraph 7#a7 if the ,federal ,trade ,commission or the ,assistant ,attorney ,general rejects the acquisition4 7#h7 ,temporary injunction ,the court shall issue an injunction temporarily enjoining the consummation of the acquisition during the judicial proceedings under this section4 7b7 ,nonreportable acquisitions ,a ,state attorney general of a ,state that would be impacted by a prospective nonreportable acquisition may bring an action 7which shall be subject to the procedures described in paragraph 7a77 under this paragraph in the appropriate district court of the ,united ,states to obtain an injunction enjoining the consummation of the acquisition4 #f4 ,breaking up prohibited mergers2 process for retrospective reviews ,section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 is amended by adding at the end the following3 7n7 ,retrospective review 7#a7 ,retrospective review of consummated acquisitions 7,a7 ,review 7i7 ,in general ,the ,federal ,trade ,commission and the ,assistant ,attorney ,general may retrospectively review any consummated acquisition1 including nonreportable acquisitions4 7ii7 ,coordination 7,i7 ,in general ,the ,federal ,trade ,commission and the ,assistant ,attorney ,general may coordinate the review of a consummated acquisition with any ,state attorney general if the ,state was impacted by the acquisition or any ,federal agency deemed to have substantial regulatory authority over the parties to the acquisition 7including persons or financial institutions involved with financing the acquisition74 7,,ii7 ,compulsory process ,the ,federal ,trade ,commission1 the ,assistant ,attorney ,general1 and any coordinating ,state attorney general or ,federal agency may use their respective compulsory processes to conduct the reviews4 7,b7 ,remedy ,upon reviewing an acquisition described in subparagraph 7,a71 the ,federal ,trade ,commission or the ,assistant ,attorney ,general shall order a remedy to restore competition or otherwise address the anticompetitive impacts of the acquisition 7which shall include unwinding the acquisition or requiring that the acquiring person make divestitures1 which1 to the extent practicable1 shall be specified1 standalone business units or lines71 if the ,federal ,trade ,commission or the ,assistant ,attorney ,general1 respectively1 acting in coordination with any ,state attorney general or ,federal agency 7as applicable71 determines that-- 7i7 the acquisition resulted in a post-acquisition market share of greater than #ej percent of any relevant market 7including labor markets72 7ii7 the acquisition resulted in a ,herfindahl-,hirschman ,index greater than #b1ejj in any relevant market and increased the ,herfindahl-,hirschman ,index by more than #bjj in such relevant market2 7iii7 the acquisition has brought material harm to the competitive process2 7iv7 if applicable1 the acquiring person has failed to satisfy the stated justification of the acquisition or the acquisition did not result in the benefits described in the stated justification submitted under subsection 7d77#b72 or 7v7 7,i7 the acquisition is a consummated nonreportable acquisition2 and 7,,ii7 7aa7 the acquisition is a prohibited merger2 or 7bb7 after the date of enactment of this subparagraph1 the acquiring person or the acquired person engaged in disqualifying behavior during the #aj-year period ending on the date on which the nonreportable acquisition was consummated4 7#b7 ,immediate retrospective review of prohibited mergers 7,a7 ,review 7i7 ,in general ,except as provided in clause 7ii71 the ,federal ,trade ,commission and the ,assistant ,attorney ,general shall immediately review every prohibited merger consummated on or after ,january #a1 #bjjj1 for which the parties were required to file a notification under this section4 7ii7 ,applicability ,for the purposes of this subparagraph1 prohibited mergers shall be defined without adjustment to any dollar amounts4 7iii7 ,coordination 7,i7 ,in general ,the ,federal ,trade ,commission and the ,assistant ,attorney ,general may coordinate the review of a prohibited merger with any ,state attorney general if the ,state was impacted by the prohibited merger or any ,federal agency deemed to have substantial regulatory authority over the parties to the prohibited merger 7including persons or financial institutions involved with financing the prohibited merger74 7,,ii7 ,compulsory process ,the ,federal ,trade ,commission1 the ,assistant ,attorney ,general1 and any coordinating ,state attorney general or ,federal agency may use their respective compulsory processes to conduct the reviews4 7,b7 ,remedy ,upon reviewing a prohibited merger described in subparagraph 7,a71 the ,federal ,trade ,commission or the ,assistant ,attorney ,general shall order a remedy to restore competition or otherwise address the anticompetitive impacts of the acquisition 7which shall include unwinding the acquisition or requiring that the acquiring person make divestitures1 which1 to the extent practicable1 shall be specified1 standalone business units or lines71 if the ,federal ,trade ,commission or the ,assistant ,attorney ,general1 respectively1 acting in coordination with any ,state attorney general or ,federal agency 7as applicable71 determines that the prohibited merger-- 7i7 resulted in a post-acquisition market share of greater than #ej percent of any relevant market 7including labor markets72 7ii7 resulted in a ,herfindahl-,hirschman ,index greater than #b1ejj in any relevant market and increased the ,herfindahl-,hirschman ,index by more than #bjj in such relevant market2 or 7iii7 brought material harm to the competitive process4 7,c7 ,deadlines ,the ,federal ,trade ,commission and the ,assistant ,attorney ,general shall-- 7i7 not later than #ahj days after the date of enactment of this subsection1 establish and implement a process to carry out the review required under subparagraph 7,a72 and 7ii7 not later than #d years after the date of enactment of this subsection-- 7,i7 complete the review required under subparagraph 7,a72 and 7,,ii7 implement the remedies required under subparagraph 7,b74 7#c7 ,state attorneys general 7,a7 ,consummated acquisitions 7i7 ,review ,a ,state attorney general of a ,state impacted by a consummated acquisition may review the acquisition in accordance with paragraph 7#a71 including by using compulsory process4 7ii7 ,civil action 7,i7 ,in general ,upon reviewing an acquisition described in clause 7i71 the ,state attorney general may bring an action under this clause in the appropriate district court of the ,united ,states seeking a remedy to restore competition or otherwise address the anticompetitive impacts of the acquisition 7which shall include unwinding the acquisition or requiring that the acquiring person make divestitures1 which1 to the greatest extent practicable1 shall be specified1 standalone business units or lines74 7,,ii7 ,court remedy ,the court shall grant the remedy described in subclause 7,i7 if the ,state attorney general demonstrates by a preponderance of the evidence that the remedy would have been proper under paragraph 7#a77;,b71 unless the parties to the acquisition demonstrate by clear and convincing evidence that unwinding would not have been proper under paragraph 7#a77;,b74 7,,iii7 ,balancing limited ,the court may not offset a demonstrated anticompetitive harm with a procompetitive benefit unless the benefit applies to the same population impacted by the harm4 7,,iv7 ,deference ,the court shall give deference to any definition of a relevant market or market share alleged by the ,state attorney general4 7,b7 ,prohibited mergers 7i7 ,review ,a ,state attorney general of a ,state impacted by a prohibited merger may review the prohibited merger in accordance with paragraph 7#b71 including by using compulsory process4 7ii7 ,civil action 7,i7 ,in general ,upon reviewing a prohibited merger described in clause 7i71 the ,state attorney general may bring an action under this clause in the appropriate district court of the ,united ,states seeking a remedy to restore competition or otherwise address the anticompetitive impacts of the prohibited merger 7which shall include unwinding the prohibited merger or requiring that the acquiring person make divestitures1 which1 to the greatest extent practicable1 shall be specified1 standalone business units or lines74 7,,ii7 ,court remedy ,the court shall grant the remedy described in subclause 7,i7 if the ,state attorney general demonstrates by a preponderance of the evidence that imposing the remedy would have been proper under paragraph 7#b77;,b71 unless the parties to the prohibited merger demonstrate by clear and convincing evidence that imposing the remedy would not have been proper under paragraph 7#b77;,b74 7,,iii7 ,balancing limited ,the court may not offset a demonstrated anticompetitive harm with a procompetitive benefit unless the benefit applies to the same population impacted by the harm4 7,,iv7 ,deference ,the court shall give deference to any definition of a relevant market or market share alleged by the ,state attorney general4 7#d7 ,dominant firms ,in addition to any other harms to the competitive process that may be determined or established1 the ,federal ,trade ,commission1 the ,assistant ,attorney ,general1 or a ,state attorney general may also determine or establish that a prohibited merger has brought material harm to the competitive process if-- 7,a7 any party 7or its ultimate parent entity7 was a dominant firm2 and 7,b7 7i7 another party was a nascent competitor or maverick2 7ii7 another party was a critical trading partner in the supply chains or business ecosystems of the parties2 or 7iii7 the acquisition created a platform conflict of interest4 7#e7 ,judicial review 7,a7 ,in general ,any party to an acquisition reviewed by the ,federal ,trade ,commission or the ,assistant ,attorney ,general under paragraph 7#a7 or 7#b7 may bring an action under this paragraph in the appropriate district court of the ,united ,states to challenge a decision of the ,federal ,trade ,commission or the ,assistant ,attorney ,general made under this subsection to order a remedy1 and no other person or entity shall have a cause of action under this paragraph4 7,b7 ,standards of review ,a decision by the ,federal ,trade ,commission or the ,assistant ,attorney ,general to order a remedy under this section shall be considered a matter of discretion1 and the reviewing court shall hold unlawful and set aside the decision only if the decision's findings and conclusions are found to be arbitrary1 capricious1 an abuse of discretion1 or otherwise not in accordance with this section4 7,c7 ,balancing limited ,the court may not offset an anticompetitive harm alleged by the ,federal ,trade ,commission or the ,assistant ,attorney ,general with a procompetitive benefit unless the benefit applies to the same population impacted by the harm4 7,d7 ,deference ,the court shall give deference to any definition of a relevant market or market share alleged by the ,federal ,trade ,commission or the ,assistant ,attorney ,general4 7#f7 ,public findings and decisions ,all findings and decisions 7including decisions to initiate a retrospective review and decisions whether or not to order a remedy7 described in this subsection shall be made publicly available4 ,any decision to order a remedy shall include a substantive justification4 7#g7 ,additional processes ,not later than #ahj days after the date of enactment of this subsection1 the ,federal ,trade ,commission and the ,assistant ,attorney ,general shall-- 7,a7 establish procedures for the stakeholders of a consummated acquisition to submit complaints regarding any adverse impacts of the acquisition to the ,federal ,trade ,commission1 the ,assistant ,attorney ,general1 and their respective ,state attorneys general2 and 7,b7 establish guidelines for when complaints received under subparagraph 7i7 will trigger a mandatory retrospective review under paragraph 7#a74 4 #g4 ,exclusive jurisdiction 7a7 ,district courts 7#a7 ,in general ,the ,united ,states ,district ,court for the ,district of ,columbia shall have exclusive jurisdiction to determine the validity of any decision made by the ,federal ,trade ,commission or the ,assistant ,attorney ,general under the amendments made by sections #d and #f of this ,act4 7#b7 ,actions brought by state attorneys general 7,a7 ,except as provided in subparagraph 7,b71 if a ,state attorney general brings an action under section #e or subsection 7n7 of section #g;,a of the ,clayton ,act1 as added by section #f of this ,act1 the district court of the ,united ,states for the judicial district in which the capital of the ,state is located shall have exclusive jurisdiction4 7,b7 ,in the event that multiple ,state attorneys general bring actions regarding the same acquisition1 those actions shall be consolidated in the ,united ,states ,district ,court for the ,district of ,columbia or a district court with jurisdiction under this section4 7b7 ,court of appeals ,the ,united ,states ,court of ,appeals for the ,district of ,columbia ,circuit shall have exclusive jurisdiction of appeals from all decisions under subsection 7a74 7c7 ,supreme court ,the ,supreme ,court of the ,united ,states shall not have appellate jurisdiction of any appeal from a decision under subsection 7a7 or 7b74 7d7 ,exclusive remedies ,the causes of action authorized by this ,act and amendments made by this ,act shall be the exclusive remedies available to any person injured or adversely affected by a decision of the ,federal ,trade ,commission or the ,assistant ,attorney ,general of the ,antitrust ,division of the ,department of ,justice made under this ,act or under the amendments made by this ,act4 #h4 ,funding 7a7 ,authorizations of appropriations ,there is authorized to be appropriated for fiscal year #bjbc and each fiscal year thereafter-- 7#a7 #a1jjj1jjj1jjj for the ,federal ,trade ,commission2 and 7#b7 #a1jjj1jjj1jjj for the ,antitrust ,division of the ,department of ,justice4 7b7 ,fines and penalties ,the ,federal ,trade ,commission and the ,antitrust ,division of the ,department of ,justice may use any funds from fines1 penalties1 and settlements not returned to consumers for their respective future operations4 7c7 ,additional appropriations ,to the extent there are insufficient funds from fines1 penalties1 settlements1 and fees received by the ,federal ,trade ,commission and the ,antitrust ,division of the ,department of ,justice for the costs of their respective programs1 projects1 and activities1 there are appropriated1 out of monies in the ,treasury not otherwise appropriated1 for fiscal year #bjbc and each fiscal year thereafter such sums as are necessary for the costs of such programs1 projects1 and activities4 #i4 ,rules of construction ,nothing in this ,act1 or an amendment made by this ,act1 may be construed to limit-- 7#a7 any authority of the ,federal ,trade ,commission1 the ,assistant ,attorney ,general1 any ,state attorney general1 or any ,federal agency under the antitrust laws or any other provision of law2 or 7#b7 the application of any law4 #aj4 ,severability 7a7 ,in general ,if any provision of this ,act1 an amendment made by this ,act1 or the application of such provision or amendment to any person or circumstance is held to be unconstitutional1 the remainder of this ,act and of the amendments made by this ,act1 and the application of the remaining provisions of this ,act and amendments to any person or circumstance shall not be affected4 7b7 ,exclusive jurisdiction 7#a7 ,district court ,the ,united ,states ,district ,court for the ,district of ,columbia shall have exclusive jurisdiction over any action challenging the constitutionality or lawfulness of any provision of this ,act1 any amendment made by this ,act1 or any regulation promulgated under this ,act or an amendment made by this ,act4 7#b7 ,court of appeals ,the ,united ,states ,court of ,appeals for the ,district of ,columbia ,circuit shall have exclusive jurisdiction of appeals from all decisions under paragraph 7#a74 7#c7 ,supreme court ,the ,supreme ,court of the ,united ,states shall not have appellate jurisdiction of any appeal from a decision under paragraph 7#a7 or 7#b74 7c7 ,decisions by antitrust agencies ,except as provided in this ,act1 no ,federal1 ,state1 or ,territorial court shall have jurisdiction or power to consider the validity of decisions made by the ,federal ,trade ,commission or the ,assistant ,attorney ,general under this ,act1 or under the amendments made by this ,act1 or to stay1 restrain1 enjoin1 or set aside1 in whole or in part1 any provision of this ,act authorizing such decisions made by the ,federal ,trade ,commission or the ,assistant ,attorney ,general or making effective any such decisions made by the ,federal ,trade ,commission or the ,assistant ,attorney ,general1 or any provision of any such decisions made by the ,federal ,trade ,commission or the ,assistant ,attorney ,general1 or to restrain or enjoin the enforcement of any such decisions made by the ,federal ,trade ,commission or the ,assistant ,attorney ,general4 7d7 ,actions by state attorney generals ,except as provided in this ,act1 no ,federal1 ,state1 or ,territorial court shall have jurisdiction or power to review actions brought by a ,state attorney general under this ,act1 or under an amendment made by this ,act1 or to stay1 restrain1 enjoin1 or set aside1 in whole or in part1 any provision of this ,act authorizing such actions brought by a ,state attorney general under this ,act1 or to restrain or enjoin the enforcement of any related judicial decisions4