,,ii #aaith ,,congress #ast ,session ,s4 #acj ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,january #af1 #bjbe,ms4 ,klobuchar 7for herself1 ,mr4 ,whitehouse1 ,mr4 ,blumenthal1 ,mr4 ,booker1 ,ms4 ,hirono1 ,mr4 ,welch1 ,mr4 ,heinrich1 ,mr4 ,markey1 ,mr4 ,murphy1 ,ms4 ,smith1 ,mr4 ,schatz1 ,mr4 ,warner1 ,mr4 ,wyden1 and ,mr4 ,bennet7 introduced the following bill2 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 economy1 to amend the ,clayton ,act to modify the standard for an unlawful acquisition1 to deter anticompetitive exclusionary conduct that harms competition and consumers1 to enhance the ability of the ,department of ,justice and the ,federal ,trade ,commission to enforce the antitrust laws1 and for other purposes4 #a4 ,short title ,this ,act may be cited as the ,competition and ,antitrust ,law ,enforcement ,reform ,act of #bjbe4 #b4 ,findings and purposes 7a7 ,findings ,congress finds that-- 7#a7 competitive markets1 in which multiple firms compete to buy and sell products and services1 are critical to ensuring economic opportunity for all people in the ,united ,states and providing resilience to the economy during unpredictable times2 7#b7 when companies compete1 businesses offer the highest quality and choice of goods and services for the lowest possible prices to consumers and other businesses2 7#c7 competition fosters small business growth1 reduces economic inequality1 and spurs innovation and job creation2 7#d7 competitive markets are crucial for the ,united ,states global economic competitiveness and national security2 7#e7 in the ,united ,states economy today1 the presence and exercise of market power is substantial and growing2 7#f7 the presence and exercise of market power makes it more difficult for people in the ,united ,states to start their own businesses1 depresses wages1 and increases economic inequality1 with particularly damaging effects on historically disadvantaged communities2 7#g7 market power and undue market concentration contribute to the consolidation of political power1 undermining the health of democracy in the ,united ,states2 7#h7 the anticompetitive effects of monopoly power or buyer market power include higher prices1 lower quality1 lessened choice1 reduced innovation1 foreclosure of competitors1 and increased entry barriers2 7#i7 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 wages1 resulting in lower quality products and services1 reduced opportunities for suppliers and workers1 reduced availability of products and services for consumers1 reduced innovation1 foreclosure of competitors1 and increased entry barriers2 7#aj7 horizontal consolidation1 vertical consolidation1 and conglomerate mergers all have the potential to increase market power and cause anticompetitive harm2 7#aa7 extensive consolidation is reducing competition and threatens to place the ,american dream further out of reach for many consumers in the ,united ,states2 7#ab7 since #bjjh1 firms in the ,united ,states have engaged in over #aj1jjj1jjj1jjj1jjj in mergers and acquisitions2 7#ac7 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 ,states2 7#ad7 the acquisition1 by one of its competitors1 of a maverick firm that plays a disruptive role in the market1 by using an innovative business model or technology1 offering lower prices or new1 different products or services1 or by other means that benefit consumers1 often presents a threat to competition2 7#ae7 section #g of the ,clayton ,act 7#ae ,u4,s4,c4 #ah7 is the primary line of defense against anticompetitive mergers2 7#af7 in recent years1 some court decisions and enforcement policies have limited the vitality of the ,clayton ,act to prevent harmful consolidation by-- 7,a7 discounting previously accepted presumptions that certain acquisitions are anticompetitive2 7,b7 focusing inordinately on the effect of an acquisition on price in the short term1 to the exclusion of other potential anticompetitive effects2 7,c7 underestimating the dangers that horizontal1 vertical1 and conglomerate mergers will lower quality1 reduce choice1 impede innovation1 exclude competitors1 increase entry barriers1 or create buyer power1 including monopsony power2 7,d7 failing to properly account for direct evidence of competitive harm1 including intent evidence2 and 7,e7 requiring the government to prove harmful effects of a proposed merger to a near certainty2 7#ag7 anticompetitive exclusionary conduct constitutes a particularly harmful exercise of market power and a substantial threat to the ,united ,states economy2 7#ah7 when dominant sellers exercise market power1 they harm buyers by overcharging them1 reducing product or service quality1 limiting their choices1 and impairing innovation2 7#ai7 when dominant buyers exercise market power1 they harm suppliers by underpaying them1 limiting their business opportunities1 and impairing innovation2 7#bj7 when dominant employers exercise market power1 they harm workers by paying them low wages1 reducing their benefits1 and limiting their future employment opportunities2 7#ba7 nascent or potential rivals1 even those that are unprofitable or inefficient1 are an important source of competitive discipline for dominant firms2 7#bb7 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 learning1 such as presuming that market power is not durable and can be expected to self-correct1 that monopolies can drive as much or more innovation than a competitive market1 that above-cost pricing cannot harm competition1 and other flawed assumptions2 7#bc7 the courts of the ,united ,states have improperly implied immunity from the antitrust laws based on ,federal regulatory statutes1 even limiting the application of statutory antitrust savings clauses passed by ,congress2 7#bd7 the civil remedies currently available to cure violations of the ,sherman ,antitrust ,act1 including injunctions1 equitable monetary relief1 and private damages1 have not proven sufficient1 on their own1 to deter anticompetitive conduct2 7#be7 in some cases1 effective deterrence requires the imposition of civil penalties1 alone or in combination with existing remedies1 including structural relief1 behavioral relief1 private damages1 and equitable monetary relief1 including disgorgement and restitution2 and 7#bf7 ,federal antitrust enforcement budgets have failed to keep pace with the growth of the economy and increasing demands on agency resources1 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 economy4 7b7 ,purposes ,the purposes of this ,act are to-- 7#a7 enhance competition throughout the ,american economy by strengthening antitrust enforcement by the ,department of ,justice1 the ,federal ,trade ,commission1 the ,state enforcement agencies1 and private parties2 7#b7 revise the legal standard under section #g of the ,clayton ,act to better enable enforcers to arrest the likely anticompetitive effects of harmful mergers in their incipiency1 as ,congress intended1 by clarifying that the potential effects that may justify prohibiting a merger under the ,clayton ,act include lower quality1 reduced choice1 reduced innovation1 the exclusion of competitors1 or increased entry barriers1 in addition to increased price to buyers or reduced price to sellers2 7#c7 amend the ,clayton ,act to clarify that an acquisition that tends to create a monopsony violates the ,clayton ,act2 7#d7 establish simple1 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 competition2 7#e7 prohibit and deter exclusionary conduct that harms competition1 particularly by dominant firms2 7#f7 enable the ,department of ,justice and the ,federal ,trade ,commission to seek civil monetary penalties1 in addition to existing remedies1 for violations of the ,sherman ,act2 7#g7 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 violation2 7#h7 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 fine2 and 7#i7 grant successful antitrust plaintiffs the right to obtain prejudgment interest on damages awards to further deter anticompetitive conduct and increase compensation to injured parties4 #c4 ,definition ,in this ,act the term antitrust laws-- 7#a7 has the meaning given the term in the first section of the ,clayton ,act 7#ae ,u4,s4,c4 #ab72 and 7#b7 includes-- 7,a7 section #e of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #de7 to the extent that such section applies to unfair methods of competition2 and 7,b7 this ,act and the amendments made by this ,act4 #d4 ,unlawful acquisitions 7a7 ,market power ,subsection 7a7 of the first section of the ,clayton ,act 7#ae ,u4,s4,c4 #ab7 is amended by adding at the end the following3 ,the term market power in this ,act means the ability of a person1 or a group of persons acting in concert1 to profitably impose terms or conditions on counterparties1 including terms regarding price1 quantity1 product or service quality1 or other terms affecting the value of consideration exchanged in the transaction1 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 market4 4 7b7 ,unlawful acquisitions ,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 substantially to lessen each place that term appears and inserting to create an appreciable risk of materially lessening2 7#b7 by inserting or a monopsony after monopoly each place that term appears2 and 7#c7 by adding at the end the following3 ,in a case brought by the ,united ,states1 the ,federal ,trade ,commission1 or a ,state attorney general1 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 monopsony1 in or affecting commerce1 if-- 7#a7 the acquisition would lead to a significant increase in market concentration in any relevant market2 7#b7 the acquisition would increase the ability and incentive to engage in exclusionary conduct1 as defined in section #bf;,a of the ,clayton ,act4 7#c7 7,a7 the acquiring person has a market share of greater than #ej percent or otherwise has significant market power1 as a seller or a buyer1 in any relevant market1 and as a result of the acquisition1 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 market2 or 7,b7 as a result of the acquisition1 the acquiring person would obtain control over entities or assets that have a market share of greater than #ej percent or otherwise have significant market power1 as a seller or a buyer1 in any relevant market1 and the acquiring person competes or has a reasonable probability of competing with the entities or assets over which it would obtain control1 as a result of the acquisition1 in the same relevant market2 7#d7 the acquisition would lead to the combination of entities or assets that compete or have a reasonable probability of competing in a relevant market1 and either the acquiring person or the entities or assets over which it would obtain control prevents1 limits1 or disrupts coordinated interaction among competitors in a relevant market or has a reasonable probability of doing so2 7#e7 the acquisition-- 7,a7 would likely enable the acquiring person to unilaterally and profitably exercise market power or materially increase its ability to do so2 or 7,b7 would materially increase the probability of coordinated interaction among competitors in any relevant market2 or 7#f7 7,a7 the acquisition is not a transaction that is described in section #g;,a7c72 and 7,b7 7i7 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 in excess of #e1jjj1jjj1jjj 7as adjusted and published for each fiscal year beginning after ,september #cj1 #bjbe1 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 #bjbd2 or 7ii7 7,i7 the person acquiring or the person being acquired has assets1 net annual sales1 or a market capitalization greater than #ajj1jjj1jjj1jjj 7as so adjusted and published72 and 7,,ii7 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 in excess of #ej1jjj1jjj 7as so adjusted and published71 unless the acquiring or acquired person establishes1 by a preponderance of the evidence1 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 monopsony4 ,in this paragraph1 the term materially means more than a de minimis amount 4 #e4 ,post-proceeding data ,section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 is amended by adding at the end the following3 7l7 7#a7 ,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 shall1 on an annual basis during the #e-year period beginning on the date on which the agreement is entered into1 file with the ,federal ,trade ,commission or the ,assistant ,attorney ,general1 as applicable1 and the ,competition ,advocate1 information sufficient for the ,federal ,trade ,commission or the ,united ,states1 as applicable1 to assess the competitive impact of the acquisition1 including-- 7,a7 the pricing1 availability1 and quality of any product or service1 or inputs thereto1 in any market1 that was covered by the agreement2 7,b7 the source1 and the resulting magnitude and extent1 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 partners2 and 7,c7 the effectiveness of any divestitures or any conditions placed on the acquisition in fully restoring competition4 7#b7 ,the requirement to provide the information described in paragraph 7#a7 shall be included in an agreement described in that paragraph4 7#c7 ,the ,federal ,trade ,commission1 with the concurrence of the ,assistant ,attorney ,general1 by rule in accordance with section #eec of title #e1 ,united ,states ,code1 and consistent with the purposes of this section-- 7,a7 shall require that the information described in paragraph 7#a7 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 7#a72 and 7,b7 may-- 7i7 define the terms used in this subsection2 7ii7 exempt1 from the requirements of this section1 information not relevant in assessing the competitive impact of the acquisition under paragraph 7#a72 and 7iii7 prescribe such other rules as may be necessary and appropriate to carry out the purposes of this section4 4 7#d7 ,the chief executive officer1 chief financial officer1 general counsel1 or a corporate officer of similar authority shall certify1 under penalty of perjury1 the accuracy of a report under this subsection4 4 #f4 ,federal ,trade ,commission study 7a7 ,in general ,not later than #b years after the date of enactment of this ,act1 the ,federal ,trade ,commission1 in consultation with the ,securities and ,exchange ,commission1 shall conduct and publish a study1 pursuant to section #f7;b7 of the ,federal ,trade ,commission ,act1 relying on public data and information if available and sufficient1 and incorporating public comment on-- 7#a7 the extent to which an institutional investor or related institutional investors have ownership or control interests in competitors in moderately concentrated or concentrated markets2 7#b7 the impacts of such overlapping ownership or control on competition2 and 7#c7 the mechanisms by which an institutional investor could affect competition among the companies in which it invests and whether such mechanisms are prevalent4 7b7 ,exemption from ,paperwork ,reduction ,act ,chapter #ce of title #dd1 ,united ,states ,code1 shall not apply to the collection of information under subsection 7a74 #g4 ,,gao studies 7a7 ,in general ,not later than #ah months after the date of enactment of this ,act1 the ,comptroller ,general of the ,united ,states shall-- 7#a7 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 #h-year period ending on the date on which the study is conducted1 including the impact on maintaining competition1 a comparison of structural and conduct remedies1 and the viability of divested assets2 and 7#b7 conduct a study on the impact of mergers and acquisitions on wages1 employment1 innovation1 and new business formation4 7b7 ,update ,the ,comptroller ,general of the ,united ,states shall-- 7#a7 update the study under subsection 7a77#a7 every #d years after the date of enactment of this ,act1 as added by section #e of this ,act2 and 7#b7 identify specific remedies or alleged merger benefits that require additional information or research4 #h4 ,office of ,competition ,advocate 7a7 ,definitions ,in this section-- 7#a7 the term agency has the meaning given the term in section #eea of title #e1 ,united ,states ,code2 7#b7 the term ,chair means the ,chair of the ,commission2 7#c7 the term ,commission means the ,federal ,trade ,commission2 7#d7 the term covered company means any company that has1 at any time1 been required to make a filing under section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a72 and 7#e7 the term ,office means the ,office of the ,competition ,advocate established under subsection 7b74 7b7 ,establishment ,there is established within the ,federal ,trade ,commission the ,office of the ,competition ,advocate4 7c7 ,competition ,advocate 7#a7 ,in general ,the head of the ,office shall be the ,competition ,advocate1 who shall-- 7,a7 report directly to1 and be under the supervision of1 the ,chair1 but the ,chair shall not prevent or prohibit the ,competition ,advocate from initiating1 carrying out1 or completing any of its duties under this section2 7,b7 be appointed by the ,chair with the approval of the ,commission1 including at least #a ,commissioner who is not a member of the same political party as the ,chair1 from among individuals having experience in advocating for the promotion of competition2 and 7,c7 serve a term of #g years and shall not be removable except upon a unanimous vote of the ,commission4 7#b7 ,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 ,commission4 7#c7 ,limitation on service ,an individual who serves as the ,competition ,advocate may not be employed by the ,commission-- 7,a7 during the #b-year period ending on the date of appointment as ,competition ,advocate2 and 7,b7 during the #e-year period beginning on the date on which the person ceases to serve as the ,competition ,advocate4 7d7 ,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 counsel1 research staff1 and service staff necessary to carry out the functions1 powers1 and duties of the ,office4 7e7 ,duties and powers ,the ,competition ,advocate shall-- 7#a7 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 consumers1 small businesses1 and workers about possible anticompetitive practices or adverse effects of concentration2 7#b7 provide recommendations to other agencies about agency actions that may have anticompetitive effects and the potential harm to competition2 7#c7 provide recommendations to other agencies about agency actions that may have procompetitive effects and the potential benefit to competition2 7#d7 publish periodic reports on-- 7,a7 the effects of remedies required by the ,department of ,justice or the ,federal ,trade ,commission in consent decrees2 7,b7 the effects of law enforcement actions1 whether successful or not1 including settlements1 preliminary injunctions1 court-mandated remedies1 or any other remedy imposed by a court or agreed to by the ,department of ,justice or ,federal ,trade ,commission2 7,c7 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 action2 7,d7 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 laws2 and 7,e7 the effects of other agency actions1 including rulemakings1 on competition2 7#e7 provide recommendations to the ,federal ,trade ,commission and ,department of ,justice about the effectiveness of policy statements1 guidelines1 or practices to improve the enforcement of the antitrust laws2 7#f7 report any evidence the ,competition ,advocate obtains that any person1 partnership1 or corporation has engaged in transactions or conduct that may constitute of a violation of the antitrust laws1 or any settlement1 agreement1 or consent decree related to a potential violation of the antitrust laws1 to the ,commission1 which may institute further investigation1 initiate enforcement proceedings1 or refer such evidence to the ,attorney ,general2 7#g7 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 thereof1 including the ,commission4 ,the head of any agency shall1 insofar as is practicable and not in contravention of any existing statutory restriction or regulation of the agency from which the information is requested1 furnish to the ,competition ,advocate such information or assistance2 7#h7 have discretion to decide whether to release the recommendations of the ,competition ,advocate publicly2 7#i7 have access to all information and data collected and retained by the ,office of ,market ,analysis and ,data2 and 7#aj7 submit all recommendations or reports to the ,committee on the ,judiciary of the ,senate and the ,committee on the ,judiciary of the ,house of ,representatives4 7f7 ,subpoena authority 7#a7 ,in general ,the ,competition ,advocate may either accept voluntary submissions of periodic and other reports from any covered company1 or compel the production of such a report by subpoena for the purpose of carrying out its duties and powers in subsection 7e74 7#b7 ,independent subpoena authority ,upon a finding that a covered company will not submit1 or has not submitted1 a sufficient report voluntarily1 the ,competition ,advocate may1 under its own independent authority1 and notwithstanding any jurisdictional limitations in the ,federal ,trade ,commission ,act applicable to the ,commission's investigative authority1 compel the submission of a periodic or other reports from any covered company by issuing a subpoena4 7#c7 ,enforcement ,the ,competition ,advocate shall have independent authority to bring an action in any appropriate ,federal court to enforce any subpoena issued under this subsection4 7#d7 ,written finding ,before issuing a subpoena to collect the information described in paragraph 7#a71 the ,competition ,advocate shall make a written finding that-- 7,a7 the data is required to carry out the functions of the ,competition ,advocate2 and 7,b7 the information is not available from a public source1 from the covered company on a voluntary basis1 or another agency4 7#e7 ,mitigation of report burden ,before requiring the submission of a report from any covered company1 the ,competition ,advocate shall-- 7,a7 coordinate with other agencies or authority2 and 7,b7 whenever possible1 rely on information available from such agencies or authority4 7#f7 ,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 ,commission4 #i4 ,office of ,market ,analysis and ,data 7a7 ,establishment ,there is established1 within the ,federal ,trade ,commission1 an ,office of ,market ,analysis and ,data4 7b7 ,duties ,the ,office of ,market ,analysis and ,data shall1 in consultation with the ,bureau of ,economics1 assist the ,federal ,trade ,commission in-- 7#a7 collecting1 validating1 and maintaining data obtained from agencies1 as defined in section #eea of title #e1 ,united ,states ,code1 commercial data providers1 publicly available data sources1 any covered company1 and any data obtained by the ,commission pursuant to its authority under section #f7;b7 of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #df7;b771 for the purpose of carrying out the functions in paragraphs 7#b7 through 7#f72 7#b7 preparing and publishing1 in a manner that is easily accessible to the public-- 7,a7 a concentration database2 7,b7 a merger enforcement database2 and 7,c7 any other database that the ,commission determines is necessary to carry out the duties of the ,office2 7#c7 collecting and publishing data regarding concentration levels across industries and the impact and degree of antitrust enforcement2 7#d7 standardizing the types and formats of data reported and collected1 including standards for reporting financial transaction and position data2 7#e7 publishing reports regarding competitive conditions and dynamics affecting markets or industry sectors1 in the ,united ,states1 local geographic markets1 different demographic and socioeconomic groups 7including the effects that market concentration1 mergers and acquisitions1 certain types of agreements1 and other forms of business conduct have on competition71 consumers1 workers1 innovation1 the economic competitiveness of the ,united ,states1 economic resilience1 and national security2 and 7#f7 publishing reports concerning the competitive effects of acquisitions1 which shall include recommendations concerning appropriate enforcement action to remedy any anticompetitive effects discovered1 and may include assessments of-- 7,a7 the conditions of the relevant markets affected by the acquisition1 over the period since the acquisition was consummated1 including1 but not limited to1 the potential impact that the acquisition has had on-- 7i7 the prices of goods or services1 including wages in any affected labor markets2 7ii7 the output and quality of goods and services2 7iii7 the entry or exit of competitors2 7iv7 innovation2 7v7 consumer choice and product variety2 7vi7 the opportunity of suppliers and vendors to sell their products or services2 7vii7 coordinated interaction between competitors2 and 7viii7 subsequent mergers and acquisitions activity2 7,b7 whether the acquiring person or its successors in interest-- 7i7 complied with all obligations under any agreement with the ,federal ,trade ,commission1 the ,united ,states1 or ,state law enforcement authorities to resolve a proceeding brought under the antitrust laws2 and 7ii7 achieved measurable1 transaction-specific efficiencies1 which did not arise from anticompetitive reductions of output1 as a result of the acquisition2 and 7,c7 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 acquisition4 7c7 ,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 disclosure4 7d7 ,regulations ,the ,commission may1 under section #eec of title #e1 ,united ,states ,code1 promulgate regulations relating to the collection and standardizing of data under subsection 7b74 #aj4 ,exclusionary conduct 7a7 ,in general ,the ,clayton ,act 7#ae ,u4,s4,c4 #ab et seq47 is amended by inserting after section #bf 7#ae ,u4,s4,c4 #bf;a7 the following3 #bf;,a4 ,exclusionary conduct 7a7 ,definitions ,in this section3 7#a7 ,exclusionary conduct 7,a7 ,in general ,the term exclusionary conduct means conduct that-- 7i7 materially disadvantages #a or more actual or potential competitors2 or 7ii7 tends to foreclose or limit the ability or incentive of #a or more actual or potential competitors to compete4 7,b7 ,limitations 7i7 ,in general ,applying for or enforcing a patent1 trademark1 or copyright1 unless such applications or enforcement actions are baseless or made in bad faith or in violation of a legal obligation1 shall not alone constitute exclusionary conduct1 but such actions may be considered as part of a course of conduct that constitutes exclusionary conduct4 7ii7 ,conduct ,conduct that is necessary to comply with ,federal or ,state law shall not alone constitute exclusionary conduct1 but such actions may be considered as part of a course of conduct that constitutes exclusionary conduct4 7#b7 ,market power ,the term market power means the ability of a person1 or a group of persons acting in concert1 to profitably impose terms or conditions on counterparties1 including terms regarding price1 quantity1 product or service quality1 or other terms affecting the value of consideration exchanged in the transaction1 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 market4 7b7 ,violation 7#a7 ,in general ,it shall be unlawful for a person1 acting alone or in concert with other persons1 to engage in exclusionary conduct that presents an appreciable risk of harming competition4 7#b7 ,unfair method of competition ,a violation of paragraph 7#a7 shall also constitute an unfair method of competition under section #e of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #de74 7c7 ,presumption 7#a7 ,in general ,except as provided in paragraph 7#b71 exclusionary conduct shall be presumed to present an appreciable risk of harming competition and shall be a violation of subsection 7b77#a7 if the exclusionary conduct is undertaken1 with respect to a relevant market1 by a person or by a group of more than #a person acting in concert that-- 7,a7 has a market share of greater than #ej percent as a seller or a buyer in the relevant market2 or 7,b7 otherwise has significant market power in the relevant market4 7#b7 ,exception ,paragraph 7#a7 shall not apply if the defendant establishes1 by a preponderance of the evidence1 that-- 7,a7 distinct procompetitive benefits of the exclusionary conduct in the relevant market eliminate the risk of harming competition presented by the exclusionary conduct2 7,b7 #a or more persons1 not including any person participating in or facilitating the exclusionary conduct1 have entered or expanded their presence in the market with the effect of eliminating the risk of harming competition posed by the exclusionary conduct2 or 7,c7 the exclusionary conduct does not present an appreciable risk of harming competition4 7d7 ,considerations ,if the presumption in subsection 7c7 does not apply1 the determination of whether exclusionary conduct presents an appreciable risk of harming competition shall be based on the totality of the circumstances1 which may include consideration of-- 7#a7 the extent to which any distinct procompetitive benefits of the exclusionary conduct substantially eliminate the risk of harming competition presented by the exclusionary conduct2 and 7#b7 whether #a or more persons1 not including any person participating in or facilitating the exclusionary conduct1 have entered or expanded their presence in the market1 substantially eliminating the risk of harming competition presented by the exclusionary conduct4 7e7 ,limitations ,although the following circumstances may constitute evidence of a violation of subsection 7b77#a71 such violation does not require finding-- 7#a7 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 conduct2 7#b7 that the defendant treated persons subject to the exclusionary conduct differently than the defendant treated other persons2 7#c7 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 service2 7#d7 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 market2 7#e7 that the conduct of the defendant makes no economic sense apart from its tendency to harm competition2 7#f7 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 evidence2 or 7#g7 that when a defendant operates a multi-sided platform business1 the conduct of the defendant presents an appreciable risk of harming competition on more than #a side of the multi-sided platform4 7f7 ,civil penalties ,any person who violates subsection 7b77#a7 shall be liable to the ,united ,states for a civil penalty1 which may be recovered in a civil action brought by the ,attorney ,general of the ,united ,states1 of not more than the greater of-- 7#a7 #ae percent of the total ,united ,states revenues of the person for the previous calendar year2 or 7#b7 #cj 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 conduct4 4 7b7 ,federal ,trade ,commission authority 7#a7 ,in general ,the ,clayton ,act 7#ae ,u4,s4,c4 #ab et seq47 is amended by inserting after section #bf;,a1 as added by subsection 7a71 the following3 #bf;,b4 ,civil penalties 7a7 ,civil penalty for violation of section #bf;,a of the ,clayton ,act ,the ,commission may commence a civil action in a district court of the ,united ,states against any person1 partnership1 or corporation who violates section #bf;,a7b77#a7 to recover a civil penalty1 which shall accrue to the ,united ,states1 in an amount not more than the greater of-- 7#a7 #ae percent of the total ,united ,states revenues of the person1 partnership1 or corporation for the previous calendar year2 or 7#b7 #cj percent of the ,united ,states revenues of the person1 partnership1 or corporation in any line of commerce affected or targeted by the unlawful conduct during the period of the unlawful conduct4 7b7 ,commission litigation authority ,except as otherwise provided in section #af7;a77#c7 of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #ef7;a77#c771 the ,commission shall have exclusive authority to commence or defend1 and supervise the litigation of1 any civil action authorized under section #bf;,a and any appeal of such action in its own name by any of its attorneys designated by it for such purpose1 unless the ,commission authorizes the ,attorney ,general to do so4 ,the ,commission shall inform the ,attorney ,general of the exercise of such authority1 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 law4 4 7c7 ,enforcement guidelines 7#a7 ,in general ,not later than #a year after the date of enactment of this ,act1 the ,attorney ,general and the ,federal ,trade ,commission shall issue joint guidelines outlining policies1 practices1 and analytical techniques relating to agency enforcement under section #bf;,a of the ,clayton ,act1 as added by subsection 7a7 of this section1 with the goal of promoting transparency and deterring violations of such section #bf;,a4 7#b7 ,updates ,the ,attorney ,general and the ,federal ,trade ,commission shall update the joint guidelines issued under subsection 7a71 as needed to reflect current agency policies and practices1 but not less frequently than once every #e years beginning on the date of enactment of this ,act4 7#c7 ,public notice and comment 7,a7 ,guidelines ,before issuing guidelines under paragraph 7#a7 or 7#b71 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 #fj days after the date on which the guidelines are published4 7,b7 ,inapplicability of rulemaking provisions ,the provisions of section #eec of title #e1 ,united ,states ,code1 shall not apply to the guidelines issued under this section4 #aa4 ,penalties for ,sherman ,act violations 7a7 ,civil penalty amendments 7#a7 ,section #a of the ,sherman ,act ,section #a of the ,sherman ,antitrust ,act 7#ae ,u4,s4,c4 #a7 is amended-- 7,a7 by striking ,every and inserting 7a7 ,every2 and 7,b7 by adding at the end the following3 7b7 7#a7 ,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-- 7,a7 #ae percent of the total ,united ,states revenues of the person for the previous calendar year2 or 7,b7 #cj 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 conduct4 7#b7 ,a penalty under this section may be recovered in a civil or criminal action brought by the ,united ,states4 4 7#b7 ,section #b of the ,sherman ,act ,section #b of the ,sherman ,antitrust ,act 7#ae ,u4,s4,c4 #b7 is amended-- 7,a7 by striking ,every and inserting 7a7 ,every2 and 7,b7 by adding at the end the following 7b7 7#a7 ,every person who violates this section shall be liable to the ,united ,states for a civil penalty of not more than the greater of-- 7,a7 #ae percent of the total ,united ,states revenues of the person for the previous calendar year2 or 7,b7 #cj 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 conduct4 7#b7 ,a civil penalty under this section may be recovered in a civil action brought by the ,united ,states4 4 7#c7 ,section #e of the ,federal ,trade ,commission ,act ,section #e of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #de7 is amended by adding at the end the following3 7o7 7#a7 ,the ,commission may commence a civil action in a district court of the ,united ,states against any person1 partnership1 or corporation for a violation of subsection 7a77#a7 respecting an unfair method of competition that constitutes a violation of sections #a or #b of the ,sherman ,act 7#ae ,u4,s4,c4 #a1 #b7 and to recover a civil penalty for such violation4 7#b7 ,in an action under paragraph 7#a71 any person1 partnership1 or corporation found to have violated subsection 7a77#a7 respecting an unfair method of competition that constitutes a violation of section #a or #b of the ,sherman ,act 7#ae ,u4,s4,c4 #a1 #b7 shall be liable for a civil penalty of not more than the greater of-- 7,a7 #ae percent of the total ,united ,states revenues of the person1 partnership1 or corporation for the previous calendar year2 or 7,b7 #cj percent of the ,united ,states revenues of the person1 partnership1 or corporation in any line of commerce related to or targeted by the unlawful conduct described in paragraph 7#a7 during the period of the unlawful conduct4 4 7#d7 ,section #af of the ,federal ,trade ,commission ,act ,section #af7;a77#b7 of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #ef7;a77#b77 is amended-- 7,a7 in subparagraph 7,d71 by striking or at the end2 7,b7 in subparagraph 7,e7-- 7i7 by moving the margins #b ems to the left2 and 7ii7 by striking the semicolon and inserting 2 or2 and 7,c7 by inserting after subparagraph 7,e7 the following3 7,f7 to recover civil penalties under section #e7o72 4 7b7 ,rule of construction ,the civil penalties provided in subsection 7b7 of section #a of the ,sherman ,act 7#ae ,u4,s4,c4 #a71 subsection 7b7 of section #b of the ,sherman ,act 7#ae ,u4,s4,c4 #b71 and subsection 7o7 of section #e of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #de71 as added by subsection 7a7 of this section1 are in addition to1 and not in lieu of1 any other remedy provided by ,federal law1 including under-- 7#a7 section #d or #af of the ,clayton ,act 7#ae ,u4,s4,c4 #ae1 #bf72 or 7#b7 section #ac7;b7 of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #ec7;b774 #ab4 ,joint civil penalty guidelines 7a7 ,in general ,not later than #a year after the date of enactment of this ,act1 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 #a7;b7 and #b7;b7 of the ,sherman ,act 7#ae ,u4,s4,c4 #a1 #b71 section #bf;,a7f7 of the ,clayton ,act1 as added by section #aj7;a7 of this ,act1 and section #e7o7 of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #de71 as added by section #aa7;a7 of this ,act1 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 violation4 7b7 ,considerations ,in determining civil penalty amounts under sections #a7;b7 and #b7;b7 of the ,sherman ,act 7#ae ,u4,s4,c4 #a1 #b71 section #bf;,a7f7 of the ,clayton ,act1 as added by section #aj7;a7 of this ,act1 and section #e7o7 of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #de71 as added by section #aa7;a7 of this ,act1 a district court of the ,united ,states shall consider-- 7#a7 the volume of commerce affected2 7#b7 the duration and severity of the unlawful conduct2 7#c7 the intent of the person undertaking the unlawful conduct2 7#d7 the extent to which the unlawful conduct was egregious or a clear violation of the law2 7#e7 whether the civil penalty is to be applied in combination with other remedies1 including-- 7,a7 structural remedies1 behavioral conditions1 or equitable disgorgement2 or 7,b7 other remedies available under section #d1 #d;,a1 #ae1 or #af of the ,clayton ,act 7#ae ,u4,s4,c4 #ae1 #ae;a1 #be1 #bf7 or section #ac7;b7 of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #ec7;b772 7#f7 whether the person has previously engaged in the same or similar anticompetitive conduct2 7#g7 the extent to which the penalty will act to deter future violations of the antitrust laws2 and 7#h7 whether the person undertook the conduct in violation of a preexisting consent decree or court order4 7c7 ,updates ,the ,attorney ,general and the ,federal ,trade ,commission shall update the joint guidelines issued under subsection 7a71 as needed to reflect current agency policies and practices1 but not less frequently than once every #e years beginning on the date of enactment of this ,act4 7d7 ,public notice and comment 7#a7 ,guidelines ,before issuing guidelines under subsection 7a7 or subsection 7c71 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 #fj days after the date on which the guidelines are published4 7#b7 ,inapplicability of rulemaking provisions ,the provisions of section #eec of title #e1 ,united ,states ,code1 shall not apply to the guidelines issued under this section4 #ac4 ,market definition 7a7 ,in general ,establishing liability under the antitrust laws does not require the definition of a relevant market1 except when the definition of a relevant market is required1 to establish a presumption or to resolve a claim1 under a statutory provision that explicitly references the terms relevant market1 market concentration1 or market share4 ,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 market4 7b7 ,direct evidence ,if direct evidence in the record is sufficient to prove actual or likely harm to competition1 an appreciable risk to competition sufficient to satisfy the applicable statutory standard1 or that the effect of an acquisition subject to section #g of the ,clayton ,act 7#ae ,u4,s4,c4 #ah7 may be to create an appreciable risk of materially lessening competition or to tend to create a monopoly or a monopsony1 neither a court nor the ,federal ,trade ,commission shall require definition of a relevant market in order to evaluate the evidence1 to find liability1 or to find that a claim has been stated under the antitrust laws4 7c7 ,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 laws4 #ad4 ,limitations on implied immunity from the antitrust laws 7a7 ,in general ,in any action or proceeding to enforce the antitrust laws with respect to conduct that is regulated under ,federal statute1 no court or adjudicatory body may find that the ,federal statute1 or any rule or regulation promulgated in accordance with the ,federal statute1 implicitly precludes application of the antitrust laws to the conduct unless-- 7#a7 a ,federal agency or department actively regulates the conduct under the ,federal statute2 7#b7 the ,federal statute does not include any provision preserving the rights1 claims1 or remedies under the applicable antitrust laws or under any area of law that includes the antitrust laws2 and 7#c7 ,federal agency or department rules or regulations1 adopted by rulemaking or adjudication1 explicitly require or authorize the defendant to undertake the conduct4 7b7 ,existing ,federal regulation ,in any action or proceeding described in subsection 7a71 the antitrust laws shall be applied fully and without qualification or limitation1 and the scope of the antitrust laws shall not be defined more narrowly on account of the existence of ,federal rules1 regulations1 or regulatory agencies or departments1 unless application of the antitrust laws is precluded or limited by-- 7#a7 an explicit exemption from the antitrust laws under a ,federal statute2 or 7#b7 an implied immunity that satisfies the requirements under subsection 7a74 #ae4 ,whistleblower protections 7a7 ,protections for civil whistleblowers ,the ,clayton ,act 7#ae ,u4,s4,c4 #ab et seq47 is amended by inserting after section #bg 7#ae ,u4,s4,c4 #bf;b7 the following3 #bg;,a4 ,anti-retaliation protection for civil whistleblowers 7a7 ,whistleblower protections for employees1 contractors1 subcontractors1 and agents 7#a7 ,in general ,no employer may discharge1 demote1 suspend1 threaten1 harass1 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-- 7,a7 to provide or cause to be provided to the ,federal ,government or a person with supervisory authority over the covered individual 7or such other person working for the employer who has the authority to investigate1 discover1 or terminate misconduct7 information relating to any violation of1 or any act or omission the covered individual reasonably believes to be a violation of1 the applicable antitrust laws2 or 7,b7 to cause to be filed1 testify in1 participate in1 or otherwise assist a ,federal ,government investigation or a ,federal ,government proceeding filed or about to be filed 7with any knowledge of the employer7 relating to any violation of1 or any act or omission the covered individual reasonably believes to be a violation of1 the applicable antitrust laws4 7#b7 ,limitation on protections ,paragraph 7#a7 shall not apply to any covered individual if-- 7,a7 the covered individual planned and initiated a violation or attempted violation of the applicable antitrust laws2 7,b7 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 laws2 or 7,c7 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 laws4 7#c7 ,definitions ,in this section3 7,a7 ,applicable antitrust laws ,the term applicable antitrust laws means section #a1 #b1 or #c of the ,sherman ,act 7#ae ,u4,s4,c4 #a1 #b1 and #c7 or section #e of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #de7 to the extent that such section applies to unfair methods of competition4 7,b7 ,covered individual ,the term covered individual means an employee1 contractor1 subcontractor1 or agent of an employer4 7,c7 ,employer ,the term employer means a person1 or any officer1 employee1 contractor1 subcontractor1 or agent of such person4 7,d7 ,federal ,government ,the term ,federal ,government means-- 7i7 a ,federal regulatory or law enforcement agency2 or 7ii7 any ,member of ,congress or committee of ,congress4 7,e7 ,person ,the term person has the same meaning as in subsection 7a7 of the first section of the ,clayton ,act 7#ae ,u4,s4,c4 #ab7;a774 7b7 ,enforcement action 7#a7 ,in general ,a covered individual who alleges discharge or other discrimination by any employer in violation of subsection 7a7 may seek relief under subsection 7c7 by-- 7,a7 filing a complaint with the ,secretary of ,labor2 or 7,b7 if the ,secretary of ,labor has not issued a final decision within #ahj days of the filing of the complaint and there is no showing that such delay is due to the bad faith of the claimant1 bringing an action at law or equity for de novo review in the appropriate district court of the ,united ,states1 which shall have jurisdiction over such an action without regard to the amount in controversy4 7#b7 ,procedure 7,a7 ,in general ,a complaint filed with the ,secretary of ,labor under paragraph 7#a77;,a7 shall be governed under the rules and procedures set forth in section #dbaba7;b7 of title #di1 ,united ,states ,code4 7,b7 ,exception ,notification made under section #dbaba7;b77#a7 of title #di1 ,united ,states ,code1 shall be made to any individual named in the complaint and to the employer4 7,c7 ,burdens of proof ,an action brought under paragraph 7#a77;,b7 shall be governed by the legal burdens of proof set forth in section #dbaba7;b7 of title #di1 ,united ,states ,code4 7,d7 ,statute of limitations ,a complaint under paragraph 7#a77;,a7 shall be filed with the ,secretary of ,labor not later than #ahj days after the date on which the violation of this section occurs4 7,e7 ,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 #dbaba7;b7 of title #di1 ,united ,states ,code1 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 occurred4 7c7 ,remedies 7#a7 ,in general ,a covered individual prevailing in any action under subsection 7b77#a7 shall be entitled to all relief necessary to make the covered individual whole4 7#b7 ,compensatory damages ,relief for any action under paragraph 7#a7 shall include-- 7,a7 reinstatement with the same seniority status that the covered individual would have had1 but for the discrimination2 7,b7 the amount of back pay1 with interest2 and 7,c7 compensation for any special damages sustained as a result of the discrimination including litigation costs1 expert witness fees1 and reasonable attorney's fees4 7d7 ,rights retained by whistleblowers ,nothing in this section shall be deemed to diminish the rights1 privileges1 or remedies of any covered individual under any ,federal or ,state law1 or under any collective bargaining agreement4 4 7b7 ,whistleblower reward ,the ,antitrust ,criminal ,penalty ,enhancement and ,reform ,act of #bjjd 7#ae ,u4,s4,c4 #a note7 is amended by inserting after section #baf 7#ae ,u4,s4,c4 #g;a-#c7 the following3 #bag4 ,criminal antitrust whistleblower incentives 7a7 ,definitions ,in this section the following definitions shall apply3 7#a7 ,antitrust laws ,the term antitrust laws means section #a or #c of the ,sherman ,act 7#ae ,u4,s4,c4 #a and #c74 7#b7 ,collected proceeds ,the term collected proceeds means any sanctions1 fines1 penalties1 or awards obtained in any covered enforcement action1 whether by judgment1 settlement1 or a deferred prosecution agreement4 7#c7 ,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 #a1jjj1jjj4 7#d7 ,original information ,the term original information means information that-- 7,a7 is derived from the personal knowledge of a whistleblower2 7,b7 is not known to the ,attorney ,general or the ,department of ,justice from any other source1 unless the whistleblower is the original source of the information2 7,c7 is not exclusively derived from an allegation made in a judicial or administrative hearing1 in a governmental report1 hearing1 audit1 or investigation1 or from the news media1 unless the whistleblower is a source of the information2 and 7,d7 is not already required to be disclosed to the ,department of ,justice or another ,federal agency4 7#e7 ,related action ,the term related action1 when used with respect to any covered enforcement action brought by the ,attorney ,general1 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 ,general4 7#f7 ,whistleblower ,the term whistleblower means any individual who provides1 information relating to a violation of the antitrust laws to the ,department of ,justice1 in a manner established by the ,department of ,justice4 7b7 ,awards 7#a7 ,in general ,in a covered enforcement action1 or related action1 the ,attorney ,general1 subject to subsection 7c71 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 action1 or related action1 in an amount not less than #aj percent and not more than #cj percent1 in total1 of what has been collected of the criminal fine imposed in the covered enforcement action or related action under the antitrust laws2 7#b7 ,payment ,any amount paid under paragraph 7#a7 shall be paid from the criminal fine collected in the covered enforcement action4 7c7 ,determination of amount of award2 denial of award 7#a7 ,determination of amount of award 7,a7 ,discretion ,the determination of the amount of an award made under subsection 7b7 shall be at the discretion of the ,attorney ,general4 7,b7 ,criteria ,in determining the amount of an award made under subsection 7b71 the ,attorney ,general shall take into consideration-- 7i7 the significance of the information provided by the whistleblower to the success of the covered enforcement action2 7ii7 the degree of assistance and cooperation provided by the whistleblower in a covered enforcement action2 7iii7 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 actions2 and 7iv7 such additional relevant factors as the ,attorney ,general may establish4 7#b7 ,denial of award ,no award under subsection 7b7 shall be made-- 7,a7 to any whistleblower who is1 or was at the time the whistleblower acquired the original information submitted to the ,commission1 a member1 officer1 or employee of-- 7i7 any branch1 agency1 or instrumentality of the ,federal ,government2 or 7ii7 any law enforcement organization2 7,b7 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 section2 7,c7 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 section2 7,d7 to any whistleblower who fails to respond provide timely1 truthful1 continuing1 and complete cooperation to the ,department of ,justice relating to the original information or intentionally withholds information relating to the original information2 7,e7 to any whistleblower who commits1 participates in1 or attempts to commit or participate in any crimes after disclosing the original information to the ,department of ,justice2 7,f7 to any whistleblower who fails to submit information to the ,department of ,justice in such form as the ,department may require1 or failed to report relevant information to the ,department known to the whistleblower when the whistleblower first reported the information to the ,department2 7,g7 to any whistleblower who fails to submit information to the ,department of ,justice in such form as the ,department may require as prescribed by regulation2 7,h7 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 laws2 or 7,i7 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 ,division4 7d7 ,representation ,any whistleblower who makes a claim for an award under subsection 7b7 may be represented by counsel4 7e7 ,appeals ,any determination made under this section1 including whether1 to whom1 or in what amount to make awards1 shall be in the discretion of the ,attorney ,general4 ,any such determination1 except the determination of the amount of an award if the award was made in accordance with subsection 7b71 may be appealed to the appropriate court of appeals of the ,united ,states not more than #cj days after the determination is issued by the ,attorney ,general4 ,the court shall review the determination made by the ,attorney ,general in accordance with section #gjf of title #e1 ,united ,states ,code4 4 #af4 ,prejudgment interest ,section #d of the ,clayton ,act 7#ae ,u4,s4,c4 #ae7 is amended by striking subsection 7a7 and inserting the following3 7a7 ,except as provided in subsection 7b71 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 agent1 without respect to the amount in controversy1 and shall recover threefold the damages by him sustained1 the cost of suit1 including a reasonable attorney's fee1 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 judgment4 4 #ag4 ,no forced arbitration for antitrust disputes 7a7 ,in general ,title #i1 ,united ,states ,code1 is amended by adding at the end the following3 #e ,arbitration antitrust disputes #eja4 ,definitions ,in this chapter-- 7#a7 the term antitrust dispute means a dispute-- 7,a7 arising from an alleged violation of the antitrust laws 7as defined in subsection 7a7 of the first section of the ,clayton ,act 7#ae ,u4,s4,c4 #ab7;a77 or ,state antitrust laws2 and 7,b7 in which the plaintiffs seek certification as a class under rule #bc of the ,federal ,rules of ,civil ,procedure or a comparable rule or provision of ,state law2 7#b7 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 agreement2 and 7#c7 the term predispute joint-action waiver means an agreement1 whether or not part of a predispute arbitration agreement1 that would prohibit1 or waive the right of1 one of the parties to the agreement to participate in a joint1 class1 or collective action in a judicial1 arbitral1 administrative1 or other forum1 concerning a dispute that has not yet arisen at the time of the making of the agreement4 #ejb4 ,no validity or enforceability 7a7 ,in general ,notwithstanding any other provision of this title1 no predispute arbitration agreement or predispute joint-action waiver shall be valid or enforceable with respect to an antitrust dispute4 7b7 ,applicability ,an issue as to whether this chapter applies with respect to a dispute shall be determined under ,federal law4 ,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 court1 rather than an arbitrator1 irrespective of whether the party resisting arbitration challenges the arbitration agreement specifically or in conjunction with other terms of the contract containing such agreement1 and irrespective of whether the agreement purports to delegate such determinations to an arbitrator4 4 7b7 ,technical and conforming amendments 7#a7 ,in general ,title #i of the ,united ,states ,code is amended-- 7,a7 in section #b1 by inserting or #e before the period at the end2 7,b7 in section #bjh1 by inserting or #e before the period at the end2 and 7,c7 in section #cjg1 by inserting or #e before the period at the end4 7#b7 ,table of chapters ,the table of chapters for title #i1 ,united ,states ,code1 is amended by adding at the end the following3 #e4;,arbitration of antitrust disputes#eja 4 #ah4 ,additional remedies2 rules of construction 7a7 ,additional remedies ,the rights and remedies provided under this ,act are in addition to1 not in lieu of1 any other rights and remedies provided by ,federal law1 including under section #d1 #d;,a1 #ae1 or #af of the ,clayton ,act 7#ae ,u4,s4,c4 #ae1 #ae;a1 #be1 #bf7 or section #ac7;b7 of the ,federal ,trade ,commission ,act 7#ae ,u4,s4,c4 #ec7;b774 7b7 ,rules of construction ,nothing in this ,act may be construed to-- 7#a7 impair or limit the applicability of any of the antitrust laws2 and 7#b7 prohibit any other remedy provided by ,federal law4 #ai4 ,authorization of appropriations 7a7 ,fiscal year #bjbe ,there is authorized to be appropriated for fiscal year #bjbe-- 7#a7 #ece1jjj1jjj for the ,antitrust ,division of the ,department of ,justice2 and 7#b7 #gbe1jjj1jjj for the ,federal ,trade ,commission4 7b7 ,subsequent years ,beginning in fiscal year #bjbf1 and each fiscal year thereafter1 all premerger notification filing fees collected pursuant to section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 shall-- 7#a7 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 ,commission1 to remain available until expended2 and 7#b7 shall be treated as direct spending described in section #bej7;c77#h77;,a7 of the ,balanced ,budget and ,emergency ,deficit ,control ,act of #aihe 7#b ,u4,s4,c4 #ijj7;c77#h77;,a774