S. 1060 — AMERICA Act

This section establishes new section 8A of the Clayton Act (15 U.S.C. 19 note) to promote competition and transparency in digital advertising markets. It defines key terms, including "digital advertising exchange" (i.e., a marketplace facilitating transactions between buyers and third-party sellers of digital ads), "buy-side brokerage" and "sell-side brokerage" (i.e., entities effecting exchange transactions for buyers or sellers, respectively), "digital advertising revenue" (i.e., the greater of global revenue from operations, clearing prices, or gross ad spending/sales managed), and "effective date" (i.e., one year after enactment). The section prohibits any person with more than $20 billion (adjusted annually by CPI increases) in prior-year digital advertising revenue from, after the effective date: (1) owning a digital advertising exchange if that person owns a buy-side or sell-side brokerage or sells digital ad space; (2) owning both a sell-side brokerage and a buy-side brokerage; or (3) owning a buy-side or sell-side brokerage if that person buys or sells digital ad space. (Thus, such persons must divest noncompliant assets by the "divestiture deadline," defined as the later of 30 days after Attorney General approval/denial or expiration of any section 7A waiting period.) On and after the effective date, the section requires any person with more than $5 billion (adjusted annually by CPI increases) in prior-year digital advertising revenue to ensure that its buy-side and sell-side brokerages: (1) act in brokerage customers' best interests using reasonable diligence (ahead of the brokerage's own interests); (2) seek best execution (i.e., most favorable terms available) for customer transactions; and (3) upon customer request, disclose information verifying compliance, such as unique ad space identifiers, all bids received, winning prices, URLs, exchange identities, timestamps (to microseconds), and associated web domains (to the extent collected in ordinary business).