Sponsors (14)
Need the quick take? I'll walk you through this bill.
This is not an official government website.
Copyright © 2026 PLEJ LC. All rights reserved.
Adds a new section (26A) to the Clayton Act defining 'exclusionary conduct', prohibiting exclusionary conduct that presents an appreciable risk of harming competition, establishes a presumption of harm for firms with >50% market share or significant market power, lists considerations and limitations, and creates civil liability including penalties calculated as percentages of United States revenues.
Adds a new section (26B) to the Clayton Act authorizing the Federal Trade Commission to commence civil actions to recover civil penalties for violations of section 26A and specifying the Commission's litigation authority and supervisory role over such actions (subject to 15 U.S.C. 56(a)(3)).
Adds a new section (designated 27A) to the Clayton Act establishing anti‑retaliation protections, enforcement procedures through the Secretary of Labor or district court, and remedies for covered individuals who report or assist in investigations of violations of applicable antitrust laws.
Adds a new statutory provision (designated 217) establishing criminal antitrust whistleblower incentives: definitions, award authority for the Attorney General to pay whistleblowers between 10% and 30% of collected criminal fines in qualifying actions, criteria and discretionary considerations for award amounts, exclusions/denials of awards, representation, and appeal rights.
Adds a definition of 'market power' to the first section (definitions) of the Clayton Act.
Amends Section 7 of the Clayton Act to revise the statutory language regarding prohibited acquisitions (replacing language about substantially lessening competition with language about creating an appreciable risk of materially lessening competition), to require courts in government enforcement actions to apply specified factors for determining when an acquisition may create such a risk, and to add numerical and market-power-based thresholds and references to exclusionary conduct and coordinated interaction.
Strikes existing subsection (a) of 15 U.S.C. 15 and inserts a new subsection (a) that provides for recovery of treble damages, costs including reasonable attorney's fees, and simple prejudgment interest on threefold damages for the period from service of the pleading to judgment (subject to subsection (b)).
Amends section 1 by designating the existing provision as subsection (a) and adding a new subsection (b) that imposes civil or criminal penalties recoverable by the United States equal to the greater of 15% of total U.S. revenues for the previous calendar year or 30% of U.S. revenues in the part of trade targeted during the unlawful conduct; provides that such penalties may be recovered in a civil or criminal action brought by the United States.
Amends section 2 by designating the existing provision as subsection (a) and adding a new subsection (b) that imposes a civil penalty recoverable by the United States equal to the greater of 15% of total U.S. revenues for the previous calendar year or 30% of U.S. revenues in the part of trade targeted during the unlawful conduct; provides that such civil penalty may be recovered in a civil action brought by the United States.
Amends section 5 by adding a new subsection (o) authorizing the Commission to commence a civil action in a U.S. district court for violations of subsection (a)(1) that constitute violations of sections 1 or 2 of the Sherman Act and to recover civil penalties in an amount up to the greater of 15% of total U.S. revenues for the previous calendar year or 30% of U.S. revenues in any line of commerce related to or targeted by the unlawful conduct during the period of the unlawful conduct.
And 8 more affected sections...
Prohibits certain exclusionary conduct by firms with market power, raises civil and criminal penalties for antitrust violations, and strengthens merger review standards. It boosts funding and new authorities for the Department of Justice and the Federal Trade Commission, creates new FTC offices and public market data tools, expands whistleblower protections and rewards, and removes forced arbitration for antitrust disputes, while requiring studies and GAO reviews of merger effects and investor ownership.
Adds a new section 26A, titled "Exclusionary conduct," to the Clayton Act (15 U.S.C. 12 et seq.), creating a statutory framework for defining and policing exclusionary conduct.
Defines "exclusionary conduct" as conduct that (A) materially disadvantages one or more actual or potential competitors, or (B) tends to foreclose or limit the ability or incentive of one or more actual or potential competitors to compete. The definition also states that applying for or enforcing IP rights (patents, trademarks, copyrights) or complying with law, by themselves, do not alone constitute exclusionary conduct unless baseless, in bad faith, or part of a course of conduct that is exclusionary.
Defines "market power" as the ability of a person, or a group acting in concert, to profitably impose terms or conditions (including price, quantity, or quality) that are more favorable to them than what competitive markets would allow.
Makes it unlawful for a person, acting alone or with others, to engage in exclusionary conduct that presents an appreciable risk of harming competition. A violation also counts as an "unfair method of competition" under section 5 of the Federal Trade Commission Act (15 U.S.C. 45).
Creates a rebuttable presumption that exclusionary conduct presents an appreciable risk of harming competition if the actor (A) has a market share greater than 50% as a seller or buyer in the relevant market, or (B) otherwise has significant market power in the relevant market.
Who is affected and how:
Dominant firms and large acquirers: The bill directly targets firms with market power or large market shares. It creates a presumption against dominant firms, tightens merger standards, raises exposure to civil and criminal penalties, expands private damages (treble damages plus costs), and increases the risk of losing deals or facing costly remedies. Large platform operators and highly concentrated incumbents will face higher compliance and litigation risk.
Mergers and investors: Transactions that substantially increase concentration or meet specified size or share thresholds face a higher bar; oversight of overlapping ownership and investor influence may lead to new scrutiny of large asset managers or common owners. The FTC/SEC study and new data tools increase transparency of ownership and could change enforcement or market practices.
Consumers and workers: If enforcement reduces exclusionary conduct and blocking anticompetitive mergers, consumers could see lower prices, better choice, and improved innovation over time. The GAO study on effects of mergers on wages and jobs reflects attention to labor market harms and monopsony concerns.
Plaintiffs and whistleblowers: Private plaintiffs gain clearer venue rules, treble damages, and enhanced interest awards; whistleblowers gain anti‑retaliation protections and a potential financial reward for criminal antitrust tips, which could increase reporting and enforcement leads.
DOJ and FTC (and courts): Agencies receive significant funding, retention of filing fees, new investigative and data resources, and clearer statutory tools (penalty authority, presumption standards, new offices). Courts and administrative adjudicators will apply new standards about market definition and implied immunity, and will likely see increases in antitrust litigation.
Employers and employees: Employers face new restrictions on retaliating against reporters; employees and contractors may be more likely to report anticompetitive behavior. Employers also may confront more investigations and enforcement actions if exclusionary practices are alleged.
Small businesses and entrants: Reduced exclusionary conduct and tighter merger control could improve market access and competition for small firms and new entrants; however, litigation and enforcement outcomes may take time to translate into market changes.
Overall effects: The bill intensifies antitrust enforcement, raises the cost of anticompetitive conduct, and increases transparency and data collection about concentration and ownership. It likely increases litigation and compliance costs for large firms while aiming to strengthen market competition and protect consumers, workers, and smaller competitors. Implementation will require significant rulemaking, interagency coordination, and judicial interpretation, so short‑term uncertainty and litigation are likely.
Expand sections to see detailed analysis
Read twice and referred to the Committee on the Judiciary.
Introduced January 16, 2025 by Amy Klobuchar · Last progress January 16, 2025
Read twice and referred to the Committee on the Judiciary.
Introduced in Senate