S 130119th CongressIn Committee

Competition and Antitrust Law Enforcement Reform Act of 2025

Introduced: Jan 16, 2025

Standard Summary

Comprehensive overview in 1-2 paragraphs

The Competition and Antitrust Law Enforcement Reform Act of 2025 is a broad set of proposals to sharpen and expand U.S. antitrust enforcement. It aims to (1) strengthen the enforcement tools of the Department of Justice (DOJ) and the Federal Trade Commission (FTC), (2) reform the standard for what counts as an unlawful acquisition under the Clayton Act, and (3) deter exclusionary conduct by dominant firms. The bill would create new offices within the FTC (a Competition Advocate and an Office of Market Analysis and Data), establish post-merger reporting requirements, authorize civil penalties for Sherman Act and FTC Act violations, and require ongoing studies by the GAO and FTC to assess remedies, competition, wages, innovation, and market dynamics. It also broadens the definition of market power and introduces explicit thresholds and presumptions designed to catch and deter mergers and conduct that could harm competition, even when immediate price effects are not obvious. In short, the bill seeks to make it easier for enforcers to block or unwind harmful mergers, punish anti-competitive behavior, collect and analyze competition data, and provide stronger incentives for cooperation and disclosure from market participants. It signals a strong congressional push toward more aggressive and data-driven antitrust policing across markets, including areas with concentrated power or potential monopsony (buyer power).

Key Points

1Expanded and clarified unlawful acquisitions under the Clayton Act:
2- Replaces the traditional standard of “substantially to lessen competition” with “to create an appreciable risk of materially lessening competition” and to tend to create a monopoly or monopsony.
3- Adds explicit criteria to show an acquisition may harm competition, including significant concentration increases, ability to exclude or foreclose competition, or combinations that foreclose coordinated interaction.
4- Introduces high-threshold screeners (e.g., market-power and concentration tests at the time of acquisition) and large-asset/voting thresholds that trigger heightened scrutiny, with a rebuttable presumption that certain large deals may harm competition unless proven otherwise.
5Creation of a new Exclusionary Conduct regime (Section 26A):
6- Defines exclusionary conduct as actions that materially disadvantage competitors or foreclose competition.
7- Establishes a presumption that exclusionary conduct poses an appreciable risk of harming competition when a firm has substantial market power (e.g., >50% market share) or similar dominant position, with limited exceptions.
8- Imposes civil penalties for exclusionary conduct and ties violations to unfair methods of competition under the FTC Act.
9- Provides a framework for evaluating whether procompetitive benefits or market entry by others can negate the anti-competitive risk.
10Civil penalties and enforcement enhancements:
11- Creates civil penalties for violations of Section 26A, with penalties up to the greater of 15% of total U.S. revenues or 30% of revenues in affected lines of commerce.
12- Extends similar penalty authorities to Sherman Act violations (Section 1 and Section 2) and to unfair methods of competition under the FTC Act.
13- Grants the FTC exclusive authority to commence, supervise, and defend civil enforcement actions under the new 26A framework (with possible DOJ involvement).
14Office of Competition Advocate (within the FTC):
15- A new Office led by a Competition Advocate, appointed by the FTC Chair with Commission approval, serving a fixed term and protected from removal without a unanimous Commission vote.
16- The Advocate has subpoena power (including independent subpoena authority) to compel reporting from “covered companies” and can pursue enforcement in federal courts.
17- Duties include soliciting consumer and business input, evaluating agency actions with potential anti-competitive effects, publishing periodic reports on remedies and enforcement outcomes, and coordinating with other agencies to recognize anti-competitive or pro-competitive effects.
18Office of Market Analysis and Data:
19- Establishes an FTC office to collect, standardize, validate, and publish data on concentration, mergers, and competition.
20- Produces publicly accessible databases (concentration database, merger enforcement database) and reports on competitive conditions, including effects on prices, wages, innovation, consumer choice, and national security.
21- Assesses how acquisitions and remedies affect markets over time and whether divestitures or remedies effectively restore competition.
22Post-proceeding data reporting (Section 7A and new subsection):
23- Requires parties to certain notified acquisitions to file annual information for five years after closing, detailing market effects (prices, quality, availability), claimed efficiencies, and the effectiveness of divestitures or conditions.
24- The FTC, with a rulemaking process, would specify the form and content of these reports, aiming to enable ongoing assessment of competitive impact.
25Studies and accountability (GAO and FTC):
26- GAO studies (due within 18 months, with updates every 4 years) to evaluate merger remedies, the balance of structural vs. behavioral remedies, and the impact on wages, employment, innovation, and new business formation.
27- FTC study (in consultation with the SEC) on ownership/Control by institutional investors in moderately/concentrated markets, and mechanisms by which such ownership could affect competition.
28Findings and purposes:
29- Reaffirms that competitive markets drive lower prices, higher quality, more choices, innovation, and resilience; emphasizes that rising market concentration threatens democracy, wages, and economic opportunity, especially for historically disadvantaged communities.
30- Cites perceived limitations in recent court decisions and enforcement policies and calls for a more proactive approach to antitrust enforcement, including consideration of non-price competition harms (quality, innovation, entry barriers).
31Other definitional and scope elements:
32- Clarifies that “antitrust laws” include the Clayton Act, FTC Act Section 5 (to the extent applicable to unfair methods of competition), and the changes enacted by the bill.
33- Expands consideration of market power to include buyer power (monopsony) alongside traditional seller power (monopoly) and explicitly flags exclusionary conduct as a central anti-competitive concern.

Impact Areas

Primary group/area affected:- Large firms with significant market power or those engaged in large, complex mergers; industries with high concentration; sectors where monopsony or exclusionary practices could harm competition (e.g., technology platforms, healthcare, manufacturing, finance).- Antitrust enforcers (DOJ and FTC) and state enforcement agencies, which would gain new tools, offices, and data resources.Secondary group/area affected:- Consumers and workers who may benefit from lower prices, better quality, greater innovation, and more employment opportunities; suppliers and vendors who might see improved terms or more competitive opportunities.- Private plaintiffs and whistleblowers, who could leverage new data, penalties, and remedies to pursue or defend antitrust claims.Additional impacts:- Increased regulatory and compliance burdens for large or highly integrated firms, including ongoing post-merger reporting and potential exposure to substantial civil penalties.- Greater transparency and data availability about market concentration and merger outcomes, aiding researchers, policymakers, and the public.- Potential strategic shifts in merger planning and enforcement risk management as firms anticipate stricter scrutiny and higher penalties.- Creation of new interagency processes and reports that could influence policy discussions around competition, capitalism, and national economic resilience.Clayton Act: A key U.S. antitrust law used to challenge anticompetitive mergers and acquisitions.Monopsony: Buyer-side market power where a single or few buyers can depress prices or terms for sellers/workers.Exclusionary conduct: Actions by a dominant firm that foreclose or hinder competition beyond simple price effects.Section 7: The Clayton Act provision dealing with mergers and acquisitions.Section 5 (FTC Act): Prohibits unfair or deceptive acts or practices; used here to tie exclusionary conduct to unfair competition.Civil penalties: Monetary penalties assessed by the government for violations, separate from private damages or injunctive relief.Post-proceeding data: Information required after a merger or acquisition to monitor ongoing competitive effects.

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