15 U.S.C. § 18 — Acquisition by one corporation of stock of

Page 28 TITLE 15—COMMERCE AND TRADE § 17 1 See References in Text note below. [amending this section] shall apply only with respect to actions commenced after the date of the enactment of this Act [Sept. 12, 1980].’’ SUSPENSION OF LIMITATION Act Oct. 10, 1942, ch. 589, 56 Stat. 781, as amended June 30, 1945, ch. 213, 59 Stat. 306, provided for the suspension of any existing statutes of limitations relating to vio- lations of antitrust laws now indictable or subject to civil proceedings under any existing statutes, until June 30, 1946. FINDINGS AND PURPOSES OF 2004 AMENDMENT Pub. L. 108–237, title II, § 221(a), June 22, 2004, 118 Stat. 668, provided that: ‘‘(1) FINDINGS.—Congress finds that— ‘‘(A) the purpose of the Tunney Act [probably means section 2 of Pub. L. 93–528 which amended this section] was to ensure that the entry of antitrust consent judgments is in the public interest; and ‘‘(B) it would misconstrue the meaning and Con- gressional intent in enacting the Tunney Act to limit the discretion of district courts to review antitrust consent judgments solely to determining whether entry of those consent judgments would make a ‘mockery of the judicial function’. ‘‘(2) PURPOSES.—The purpose of this section [amend- ing this section] is to effectuate the original Congres- sional intent in enacting the Tunney Act and to ensure that United States settlements of civil antitrust suits are in the public interest.’’ § 17. Antitrust laws not applicable to labor orga- nizations The labor of a human being is not a com- modity or article of commerce. Nothing con- tained in the antitrust laws shall be construed to forbid the existence and operation of labor, agricultural, or horticultural organizations, in- stituted for the purposes of mutual help, and not having capital stock or conducted for profit, or to forbid or restrain individual members of such organizations from lawfully carrying out the le- gitimate objects thereof; nor shall such organi- zations, or the members thereof, be held or con- strued to be illegal combinations or conspiracies in restraint of trade, under the antitrust laws. (Oct. 15, 1914, ch. 323, § 6, 38 Stat. 731.) Editorial Notes REFERENCES IN TEXT The antitrust laws, referred to in text, are defined in section 12 of this title. § 18. Acquisition by one corporation of stock of another No person engaged in commerce or in any ac- tivity affecting commerce shall acquire, directly or indirectly, the whole or any part of the stock or other share capital and no person subject to the jurisdiction of the Federal Trade Commis- sion shall acquire the whole or any part of the assets of another person engaged also in com- merce or in any activity affecting commerce, where in any line of commerce or in any activ- ity affecting commerce in any section of the country, the effect of such acquisition may be substantially to lessen competition, or to tend to create a monopoly. No person shall acquire, directly or indirectly, the whole or any part of the stock or other share capital and no person subject to the jurisdiction of the Federal Trade Commission shall acquire the whole or any part of the assets of one or more persons engaged in commerce or in any ac- tivity affecting commerce, where in any line of commerce or in any activity affecting commerce in any section of the country, the effect of such acquisition, of such stocks or assets, or of the use of such stock by the voting or granting of proxies or otherwise, may be substantially to lessen competition, or to tend to create a mo- nopoly. This section shall not apply to persons pur- chasing such stock solely for investment and not using the same by voting or otherwise to bring about, or in attempting to bring about, the substantial lessening of competition. Nor shall anything contained in this section prevent a corporation engaged in commerce or in any ac- tivity affecting commerce from causing the for- mation of subsidiary corporations for the actual carrying on of their immediate lawful business, or the natural and legitimate branches or exten- sions thereof, or from owning and holding all or a part of the stock of such subsidiary corpora- tions, when the effect of such formation is not to substantially lessen competition. Nor shall anything herein contained be con- strued to prohibit any common carrier subject to the laws to regulate commerce from aiding in the construction of branches or short lines so lo- cated as to become feeders to the main line of the company so aiding in such construction or from acquiring or owning all or any part of the stock of such branch lines, nor to prevent any such common carrier from acquiring and owning all or any part of the stock of a branch or short line constructed by an independent company where there is no substantial competition be- tween the company owning the branch line so constructed and the company owning the main line acquiring the property or an interest there- in, nor to prevent such common carrier from ex- tending any of its lines through the medium of the acquisition of stock or otherwise of any other common carrier where there is no substan- tial competition between the company extend- ing its lines and the company whose stock, prop- erty, or an interest therein is so acquired. Nothing contained in this section shall be held to affect or impair any right heretofore legally acquired: Provided, That nothing in this section shall be held or construed to authorize or make lawful anything heretofore prohibited or made illegal by the antitrust laws, nor to exempt any person from the penal provisions thereof or the civil remedies therein provided. Nothing contained in this section shall apply to transactions duly consummated pursuant to authority given by the Secretary of Transpor- tation, Federal Power Commission, Surface Transportation Board, the Securities and Ex- change Commission in the exercise of its juris- diction under section 79j of this title,1 the United States Maritime Commission, or the Sec- retary of Agriculture under any statutory provi- sion vesting such power in such Commission, Board, or Secretary. (Oct. 15, 1914, ch. 323, § 7, 38 Stat. 731; Dec. 29, 1950, ch. 1184, 64 Stat. 1125; Pub. L. 96–349, § 6(a), Page 29 TITLE 15—COMMERCE AND TRADE § 18a Sept. 12, 1980, 94 Stat. 1157; Pub. L. 98–443, § 9(l), Oct. 4, 1984, 98 Stat. 1708; Pub. L. 104–88, title III, § 318(1), Dec. 29, 1995, 109 Stat. 949; Pub. L. 104–104, title VI, § 601(b)(3), Feb. 8, 1996, 110 Stat. 143.) Editorial Notes REFERENCES IN TEXT Section 79j of this title, referred to in text, was re- pealed by Pub. L. 109–58, title XII, § 1263, Aug. 8, 2005, 119 Stat. 974. AMENDMENTS 1996—Pub. L. 104–104, in sixth par., struck out ‘‘Fed- eral Communications Commission,’’ after ‘‘Secretary of Transportation,’’. 1995—Pub. L. 104–88, in sixth par., substituted ‘‘Sur- face Transportation Board’’ for ‘‘Interstate Commerce Commission’’ and inserted ‘‘, Board,’’ after ‘‘vesting such power in such Commission’’. 1984—Pub. L. 98–443 substituted ‘‘Secretary of Trans- portation’’ for ‘‘Civil Aeronautics Board’’ and ‘‘Com- mission or Secretary’’ for ‘‘Commission, Secretary, or Board’’ in sixth par. 1980—Pub. L. 96–349, substituted ‘‘person’’ for ‘‘cor- poration’’ wherever appearing in first and second pars.; substituted ‘‘persons’’ for ‘‘corporations’’ in second par. and first sentence of third par.; and inserted ‘‘or in any activity affecting commerce’’ after ‘‘commerce’’ wher- ever appearing in first, second, and third pars. 1950—Act Dec. 29, 1950, amended section generally so as to prohibit the acquisition of the whole or any part of the assets of another corporation when the effect of the acquisition may substantially lessen competition or tend to create a monopoly. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1995 AMENDMENT Amendment by Pub. L. 104–88 effective Jan. 1, 1996, see section 2 of Pub. L. 104–88, set out as an Effective Date note under section 1301 of Title 49, Transpor- tation. EFFECTIVE DATE OF 1984 AMENDMENT Amendment by Pub. L. 98–443 effective Jan. 1, 1985, see section 9(v) of Pub. L. 98–443, set out as a note under section 5314 of Title 5, Government Organization and Employees. EFFECTIVE DATE OF 1980 AMENDMENT Pub. L. 96–349, § 6(b), Sept. 12, 1980, 94 Stat. 1158, pro- vided that: ‘‘The amendments made by this section [amending this section] shall apply only with respect to acquisitions made after the date of the enactment of this Act [Sept. 12, 1980].’’ TRANSFER OF FUNCTIONS The Federal Power Commission was terminated, and its functions, personnel, property, funds, etc., were transferred to the Secretary of Energy (except for cer- tain functions which were transferred to the Federal Energy Regulatory Commission) by sections 7151(b), 7171(a), 7172(a), 7291, and 7293 of Title 42, The Public Health and Welfare. Maritime Administration of Department of Com- merce transferred to Department of Transportation, and all related functions of Secretary and other officers and offices of Department of Commerce transferred to Department of Transportation and vested in Secretary of Transportation, by Maritime Act of 1981, Pub. L. 97–31, Aug. 6, 1981, 95 Stat. 151, which was repealed in part by Pub. L. 109–304, § 19, Oct. 6, 2006, 120 Stat. 1710. See section 109 of Title 49, Transportation. Executive Documents TRANSFER OF FUNCTIONS Executive and administrative functions of Maritime Commission transferred to Chairman of Maritime Com- mission by Reorg. Plan No. 6 of 1949, eff. Aug. 19, 1949, 14 F.R. 5228, 63 Stat. 1069, which was repealed by Pub. L. 109–304, § 19, Oct. 6, 2006, 120 Stat. 1710, and was for- merly set out in the Appendix to Title 5, Government Organization and Employees. United States Maritime Commission abolished by Reorg. Plan No. 21 of 1950, eff. May 24, 1950, 15 F.R. 3178, 64 Stat. 1273, which was superseded in part by Reorg. Plan No. 7 of 1961, § 305, eff. Aug. 12, 1961, 26 F.R. 7315, 75 Stat. 840, repealed in part by Pub. L. 109–304, § 19, Oct. 6, 2006, 120 Stat. 1710, and remains only partially set out in the Appendix to Title 5. Reorg. Plan No. 21 of 1950 transferred part of Commission’s functions and part of functions of its Chairman, to Federal Maritime Board and Chairman thereof, such Board having been created by that Plan as an agency within Department of Commerce with an independent status in some re- spects, and transferred remainder of such Commission’s functions and functions of its Chairman to Secretary of Commerce, with power vested in Secretary to authorize their performance by Maritime Administrator (the head of Maritime Administration, which likewise es- tablished by the Plan in Department of Commerce) with provision that Chairman of Federal Maritime Board should, ex officio, be such Administrator. Section 304 of Reorg. Plan No. 7 of 1961, eff. Aug. 12, 1961, 26 F.R. 7315, 75 Stat. 840, set out in the Appendix to Title 5, abolished Federal Maritime Board, including offices of members of Board. Functions of Board trans- ferred either to Federal Maritime Commission, by sec- tion 103 of Reorg. Plan No. 7 of 1961, which was repealed by Pub. L. 109–304, § 19, Oct. 6, 2006, 120 Stat. 1710 and formerly set out in the Appendix to Title 5, or to Sec- retary of Commerce, by section 202 of Reorg. Plan No. 7 of 1961, set out in the Appendix to Title 5. § 18a. Premerger notification and waiting period (a) Filing Except as exempted pursuant to subsection (c), no person shall acquire, directly or indi- rectly, any voting securities or assets of any other person, unless both persons (or in the case of a tender offer, the acquiring person) file noti- fication pursuant to rules under subsection (d)(1) and the waiting period described in sub- section (b)(1) has expired, if— (1) the acquiring person, or the person whose voting securities or assets are being acquired, is engaged in commerce or in any activity af- fecting commerce; and (2) as a result of such acquisition, the ac- quiring person would hold an aggregate total amount of the voting securities and assets of the acquired person— (A) in excess of $200,000,000 (as adjusted and published for each fiscal year beginning after September 30, 2004, in the same manner as provided in section 19(a)(5) of this title to reflect the percentage change in the gross national product for such fiscal year com- pared to the gross national product for the year ending September 30, 2003); or (B)(i) in excess of $50,000,000 (as so adjusted and published) but not in excess of $200,000,000 (as so adjusted and published); and (ii)(I) any voting securities or assets of a person engaged in manufacturing which has annual net sales or total assets of $10,000,000 (as so adjusted and published) or more are