S. 130 — Competition and Antitrust Law Enforcement Reform Act of 2025

This section states 26 congressional findings on the benefits of competitive markets for economic opportunity, innovation, wages, and national security; the harms of growing market power, including higher prices, lower quality, reduced choice, monopsony effects on suppliers and workers, and threats to democracy; risks from horizontal, vertical, and conglomerate mergers—including over $10 trillion in mergers since 2008 and acquisitions of nascent or maverick rivals; limitations in Clayton Act section 7 enforcement (15 U.S.C. 18) due to certain court decisions and policies; harms from anticompetitive exclusionary conduct; flawed judicial assumptions impeding enforcement; improper implied antitrust immunities; insufficient civil remedies under the Sherman Act; and the need for civil penalties and increased agency resources.

This section defines the term "antitrust laws," for purposes of this Act, as having the meaning given in section 1 of the Clayton Act (i.e., Sherman Act, sections 73-76 of the Wilson Tariff Act, the 1913 amendments thereto, and the Clayton Act itself) and including (A) section 5 of the Federal Trade Commission Act to the extent that section applies to unfair methods of competition, and (B) this Act and the amendments made by this Act.

This section amends the Clayton Act by (1) defining "market power" in 15 U.S.C. 12(a) as the ability of a person or group acting in concert to profitably impose terms or conditions (e.g., on price, quantity, quality, or other transaction value) more favorable than in a competitive market; and (2) revising Section 7 (15 U.S.C. 18) to (a) replace the standard "substantially to lessen competition" with "to create an appreciable risk of materially lessening competition" (i.e., more than de minimis) in its first two undesignated paragraphs, (b) insert "or a monopsony" after "monopoly" wherever it appears (thus extending prohibitions to buyer-side concentration), and (c) add at the end a presumption of illegality—in cases brought by the United States, FTC, or a state attorney general—if the acquisition meets any of six criteria, including a significant increase in market concentration; increased ability or incentive for exclusionary conduct (as defined in new Section 26A); the acquirer or target holding greater than 50% market share or significant market power in a relevant market; prevention or disruption of competitors' coordinated interaction; likely unilateral exercise of market power or increased coordinated interaction risk; or, for non-exempt transactions under Section 7A(c), an acquisition value exceeding $5 billion (as adjusted annually for GNP changes after FY2025) or involving a party with over $100 billion in assets, sales, or market cap and an acquisition value exceeding $50 million (as adjusted, subject to rebuttal by preponderance of evidence that no appreciable risk exists). (As background, Clayton Act Section 7 prohibits mergers and acquisitions whose effect may substantially lessen competition or tend to create a monopoly; these changes lower the government's evidentiary threshold, add buyer-side monopsony coverage, and create structural presumptions triggered by size or concentration.)

This section establishes post-proceeding annual reporting requirements for persons resolving FTC or DOJ antitrust proceedings via agreement or final judgment on Hart-Scott-Rodino (HSR) notifiable acquisitions (i.e., those subject to premerger notification under Clayton Act Section 7A). (As background, HSR requires parties to large acquisitions—generally over $119.5 million as adjusted—to notify FTC and DOJ and observe a waiting period for antitrust review prior to closing.) For five years from the agreement date, such persons must submit information to FTC, the Assistant Attorney General, and the Competition Advocate assessing competitive impact, including (1) pricing, availability, and quality of covered products, services, or inputs; (2) claimed efficiencies or benefits, their sources and magnitude, and pass-through to consumers or partners; and (3) effectiveness of divestitures or conditions in restoring competition. The requirement must be included in the resolution agreement; FTC must issue implementing rules with DOJ concurrence; and reports must be certified under penalty of perjury by a senior officer (e.g., CEO, CFO, or general counsel). (Thus, the provision enables ongoing monitoring of settled merger remedies.)

This section directs the Federal Trade Commission (FTC), in consultation with the Securities and Exchange Commission, to conduct and publish a study not later than two years after enactment—relying on public data where available and sufficient and incorporating public comment—on (1) the extent to which institutional investors or related investors have ownership or control interests in competitors in moderately concentrated or concentrated markets, (2) the impacts of such overlapping ownership or control on competition, and (3) mechanisms by which an institutional investor could affect competition among invested companies and whether such mechanisms are prevalent. This section exempts the study's information collection from the Paperwork Reduction Act.

This section directs the Comptroller General of the United States to conduct and publish two studies on mergers and merger remedies not later than 18 months after enactment: (1) an assessment of the success of merger remedies required by the Department of Justice or Federal Trade Commission in consent decrees over the preceding eight years, including their impact on competition, a comparison of structural and conduct remedies, and the viability of divested assets; and (2) an analysis of the impact of mergers and acquisitions on wages, employment, innovation, and new business formation. The section further requires the Comptroller General to update the first study every four years after enactment and to identify specific remedies or alleged merger benefits needing additional information or research.

This section establishes within the Federal Trade Commission (FTC) the Office of the Competition Advocate, headed by a Competition Advocate who reports directly to the FTC Chair (with independence from interference), is appointed by the Chair with Commission approval (including at least one bipartisan Commissioner), serves a seven-year term removable only by unanimous Commission vote, receives senior executive-level pay, and faces two-year pre-appointment and five-year post-service employment restrictions with the Commission. The Commission must allocate sufficient funds from its budget for the Office to employ necessary counsel, research staff, and service staff. The Competition Advocate must (1) recommend processes to improve FTC and DOJ Antitrust Division solicitation of reports on anticompetitive practices from consumers, small businesses, and workers; (2) advise other agencies on actions' anticompetitive or procompetitive effects; (3) publish periodic reports on effects of FTC/DOJ remedies, merger clearances, court decisions under antitrust laws, and other agency actions (including rulemakings) on competition; (4) recommend improvements to FTC/DOJ antitrust enforcement policies; (5) report evidence of potential antitrust violations to the FTC (for investigation, enforcement, or DOJ referral); (6) request necessary information from federal agencies; (7) decide on public release of recommendations; (8) access FTC Office of Market Analysis and Data information; and (9) submit recommendations and reports to the Senate and House Judiciary Committees. The Advocate may accept voluntary periodic reports from covered companies (i.e., any company previously required to file premerger notifications under the Clayton Act, 15 U.S.C. 18a) or issue independent subpoenas to compel them (notwithstanding FTC jurisdictional limits), and has independent authority to enforce such subpoenas in federal court.

This section establishes, within the Federal Trade Commission (FTC), an Office of Market Analysis and Data. The office shall assist the FTC, in consultation with the Bureau of Economics, by (1) collecting, validating, and maintaining data from federal agencies, commercial data providers, public sources, covered companies, and FTC reports obtained under section 6(b) (15 U.S.C. 46(b)); (2) preparing and publicly publishing a concentration database, a merger enforcement database, and other databases as needed; (3) collecting and publishing data on industry concentration levels and antitrust enforcement impacts; (4) standardizing reported data types and formats, including financial transaction and position data; (5) publishing reports on U.S. market and industry competitive conditions and dynamics affecting consumers, workers, innovation, economic competitiveness, resilience, and national security (including effects of market concentration, mergers and acquisitions, agreements, and business conduct across local markets and demographic/socioeconomic groups); and (6) publishing reports on acquisitions' competitive effects with enforcement recommendations, assessing post-acquisition market conditions (e.g., prices/wages, output/quality, competitor entry/exit, innovation, consumer choice, supplier opportunities, competitor coordination, subsequent mergers), compliance with FTC/U.S. remedies, and transaction-specific efficiencies. The section requires the FTC to secure all office data against unauthorized disclosure and authorizes regulations under the Administrative Procedure Act to govern data collection and standardization.

This section amends the Clayton Act (15 U.S.C. 12 et seq.) by inserting new section 26A after section 26 (15 U.S.C. 26a) to (1) define exclusionary conduct as conduct that materially disadvantages actual or potential competitors or tends to foreclose or limit their ability or incentive to compete (with limitations excluding good-faith intellectual property enforcement or conduct necessary to comply with law, though such actions may contribute to a broader course of conduct); (2) define market power as the ability to profitably impose more favorable terms than in a competitive market; (3) make exclusionary conduct unlawful if it presents an appreciable risk of harming competition (with violations also constituting an unfair method of competition under section 5 of the FTC Act, 15 U.S.C. 45); (4) presume such risk—and thus a violation—for persons or groups with greater than 50% market share or significant market power in a relevant market, unless rebutted by evidence of procompetitive benefits, market entry or expansion by non-participants, or lack of risk; (5) base determinations on the totality of circumstances otherwise, considering procompetitive benefits or market entry; (6) specify that violations need not involve altered dealings, differential treatment, below-cost pricing, recoupment, conduct lacking economic sense apart from harm, quantified harm, or harm on multiple sides of a multi-sided platform; and (7) impose civil penalties recoverable by the Attorney General of up to the greater of 15% of the violator's total U.S. revenues for the previous calendar year or 30% of U.S. revenues in the affected line of commerce during the violation period. This section further amends the Clayton Act by inserting new section 26B after section 26A to authorize the Federal Trade Commission to commence civil actions for penalties under new section 26A.

This section amends Section 1 of the Sherman Act (15 U.S.C. 1)—which declares contracts, combinations, or conspiracies in restraint of trade illegal and subjects violators to criminal fines up to $100 million (for corporations) or $1 million (for other persons) and imprisonment up to 10 years—to add subsection (b) authorizing the United States to recover civil or criminal penalties up to the greater of (A) 15% of the violator's total U.S. revenues for the previous calendar year or (B) 30% of the violator's U.S. revenues in the affected trade or commerce during the violation period. It makes parallel amendments to Section 2 of the Sherman Act (15 U.S.C. 2)—which prohibits monopolization, attempts to monopolize, or conspiracies to monopolize—to authorize civil penalties under the same revenue-based formula. The section further amends (1) Section 5 of the Federal Trade Commission Act (15 U.S.C. 45) to authorize the Federal Trade Commission to pursue civil penalties under the same formula for unfair methods of competition that violate Sherman Act sections 1 or 2 and (2) Section 16(a) of that act (15 U.S.C. 56(a)) to enable recovery of such penalties. These new penalties are in addition to existing remedies under federal law, including treble damages and injunctive relief.

This section requires the Attorney General and Federal Trade Commission, not later than one year after enactment, to issue joint guidelines reflecting agency policies for determining civil penalty amounts under sections 1(b) and 2(b) of the Sherman Act, section 26A(f) of the Clayton Act, and section 5(o) of the Federal Trade Commission Act—with the goal of promoting transparency, deterrence, and proportionality. In assessing such penalties, U.S. district courts must consider factors including (1) volume of commerce affected, (2) duration and severity of conduct, (3) intent, (4) egregiousness, (5) combination with other remedies, (6) prior violations, (7) deterrence value, and (8) violation of prior orders. The agencies must update the guidelines as needed but at least every five years, after publishing drafts for at least 60 days of public comment (not subject to APA rulemaking procedures).

This section establishes that proving liability under the antitrust laws does not require defining a relevant market, except when a statutory provision explicitly references "relevant market," "market concentration," or "market share" (excluding references to "line of commerce"). (As background, Section 7 of the Clayton Act prohibits acquisitions whose effect may substantially lessen competition or tend to create a monopoly, historically assessed via relevant market analysis.) It further directs that direct evidence of actual or likely competitive harm—or appreciable risk thereof, including for Clayton Act acquisitions—satisfies liability standards without market definition. Finally, it clarifies that courts and the Federal Trade Commission may still consider proposed relevant market evidence.

This section limits implied immunity from the antitrust laws for conduct regulated under federal statutes to cases where (1) a federal agency actively regulates the conduct, (2) the statute lacks any provision preserving antitrust rights, claims, or remedies, and (3) agency rules or regulations explicitly require or authorize the conduct. It further requires full application of the antitrust laws absent an explicit statutory exemption or qualifying implied immunity under the above test.

This section establishes anti-retaliation protections for civil whistleblowers under the Clayton Act by adding a new section 27A. It prohibits employers from discharging, demoting, harassing, or otherwise discriminating against covered individuals (i.e., employees, contractors, subcontractors, or agents) for providing information on violations—or reasonably believed violations—of specified antitrust laws (i.e., Sherman Act §§1-3 (15 U.S.C. 1-3) or FTC Act §5 (15 U.S.C. 45) to the extent it prohibits unfair methods of competition) to the federal government, supervisors, or investigators, or for assisting federal proceedings (with exceptions for individuals who planned or initiated such violations). Covered individuals may file complaints with the Secretary of Labor within 180 days (governed by procedures in 49 U.S.C. 42121(b)), or seek de novo review in U.S. district court after 180 days without a decision; prevailing individuals are entitled to reinstatement, back pay with interest, special damages, litigation costs, expert fees, and reasonable attorney fees. This section also establishes criminal antitrust whistleblower incentives (i.e., rewards from collected proceeds such as fines in covered enforcement actions) under the Antitrust Criminal Penalty Enhancement and Reform Act of 2004 by adding a new section 217 applicable to Sherman Act §§1 or 3 (15 U.S.C. 1, 3).

This section mandates an award of simple prejudgment interest on trebled damages (previously discretionary on actual damages, subject to court findings on bad faith or delay) in private antitrust suits under Section 4(a) of the Clayton Act (15 U.S.C. 15(a)), calculated automatically from the date of service of the complaint to the date of judgment. (Thus, successful antitrust plaintiffs automatically receive interest on the full trebled amount without needing to prove dilatory conduct by defendants.)

This section amends the Federal Arbitration Act (Title 9, U.S. Code) by adding a new chapter 5 that prohibits predispute arbitration agreements and predispute joint-action waivers from being valid or enforceable in antitrust disputes—defined as disputes arising from alleged violations of federal antitrust laws (as defined in 15 U.S.C. 12(a)) or state antitrust laws in which plaintiffs seek class certification under Federal Rule of Civil Procedure 23 or a comparable state rule. Courts, rather than arbitrators, determine the chapter's applicability and an agreement's validity under federal law, regardless of any delegation clause. The section also makes conforming amendments by (1) inserting references to chapter 5 in FAA sections 2, 208, and 307; and (2) adding chapter 5 to the table of chapters for Title 9.

This section establishes that the rights and remedies provided under this Act are in addition to, and not in lieu of, other federal remedies, including private treble damages actions under sections 4, 4A, 15, and 16 of the Clayton Act (15 U.S.C. 15, 15a, 25, 26) and FTC enforcement under section 13(b) of the Federal Trade Commission Act (15 U.S.C. 53(b)). It further provides that nothing in this Act impairs the applicability of the antitrust laws or prohibits any other federal remedy.

This section (1) authorizes appropriations of $535 million for the Antitrust Division of the Department of Justice and $725 million for the Federal Trade Commission for FY2025; and (2) directs that, beginning in FY2026, all premerger notification filing fees collected pursuant to section 7A of the Clayton Act (15 U.S.C. 18a)—the Hart-Scott-Rodino Act—be retained by those entities for antitrust enforcement expenses, remain available until expended, and be treated as direct spending under the Balanced Budget and Emergency Deficit Control Act of 1985. (Thus, the fees, previously deposited as general Treasury revenue, will directly fund agency enforcement activities without annual appropriations.)