15 U.S.C. § 16 — Judgments

Page 25 TITLE 15—COMMERCE AND TRADE § 16 § 15e. Distribution of damages Monetary relief recovered in an action under section 15c(a)(1) of this title shall— (1) be distributed in such manner as the dis- trict court in its discretion may authorize; or (2) be deemed a civil penalty by the court and deposited with the State as general reve- nues; subject in either case to the requirement that any distribution procedure adopted afford each person a reasonable opportunity to secure his appropriate portion of the net monetary relief. (Oct. 15, 1914, ch. 323, § 4E, as added Pub. L. 94–435, title III, § 301, Sept. 30, 1976, 90 Stat. 1395.) Statutory Notes and Related Subsidiaries EFFECTIVE DATE Injuries sustained prior to Sept. 30, 1976, not covered by this section, see section 304 of Pub. L. 94–435, set out as a note under section 15c of this title. § 15f. Actions by Attorney General (a) Notification to State attorney general Whenever the Attorney General of the United States has brought an action under the anti- trust laws, and he has reason to believe that any State attorney general would be entitled to bring an action under this Act based substan- tially on the same alleged violation of the anti- trust laws, he shall promptly give written noti- fication thereof to such State attorney general. (b) Availability of files and other materials To assist a State attorney general in evalu- ating the notice or in bringing any action under this Act, the Attorney General of the United States shall, upon request by such State attor- ney general, make available to him, to the ex- tent permitted by law, any investigative files or other materials which are or may be relevant or material to the actual or potential cause of ac- tion under this Act. (Oct. 15, 1914, ch. 323, § 4F, as added Pub. L. 94–435, title III, § 301, Sept. 30, 1976, 90 Stat. 1395.) Editorial Notes REFERENCES IN TEXT The antitrust laws, referred to in subsec. (a), are de- fined in section 12 of this title. This Act, referred to in text, is act Oct. 15, 1914, ch. 323, 38 Stat. 730, known as the Clayton Act, which is classified generally to sections 12, 13, 14 to 19, 21, and 22 to 27 of this title, and sections 52 and 53 of Title 29, Labor. For further details and complete classification of this Act to the Code, see References in Text note set out under section 12 of this title and Tables. Statutory Notes and Related Subsidiaries EFFECTIVE DATE Injuries sustained prior to Sept. 30, 1976, not covered by this section, see section 304 of Pub. L. 94–435, set out as a note under section 15c of this title. § 15g. Definitions For the purposes of sections 15c, 15d, 15e, and 15f of this title: (1) The term ‘‘State attorney general’’ means the chief legal officer of a State, or any other person authorized by State law to bring actions under section 15c of this title, and in- cludes the Corporation Counsel of the District of Columbia, except that such term does not include any person employed or retained on— (A) a contingency fee based on a percent- age of the monetary relief awarded under this section; or (B) any other contingency fee basis, unless the amount of the award of a reasonable at- torney’s fee to a prevailing plaintiff is deter- mined by the court under section 15c(d)(1) of this title. (2) The term ‘‘State’’ means a State, the Dis- trict of Columbia, the Commonwealth of Puer- to Rico, and any other territory or possession of the United States. (3) The term ‘‘natural persons’’ does not in- clude proprietorships or partnerships. (Oct. 15, 1914, ch. 323, § 4G, as added Pub. L. 94–435, title III, § 301, Sept. 30, 1976, 90 Stat. 1396.) Statutory Notes and Related Subsidiaries EFFECTIVE DATE Injuries sustained prior to Sept. 30, 1976, not covered by this section, see section 304 of Pub. L. 94–435, set out as a note under section 15c of this title. § 15h. Applicability of parens patriae actions Sections 15c, 15d, 15e, 15f, and 15g of this title shall apply in any State, unless such State pro- vides by law for its nonapplicability in such State. (Oct. 15, 1914, ch. 323, § 4H, as added Pub. L. 94–435, title III, § 301, Sept. 30, 1976, 90 Stat. 1396.) Statutory Notes and Related Subsidiaries EFFECTIVE DATE Injuries sustained prior to Sept. 30, 1976, not covered by this section, see section 304 of Pub. L. 94–435, set out as a note under section 15c of this title. § 16. Judgments (a) Prima facie evidence; collateral estoppel A final judgment or decree heretofore or here- after rendered in any civil or criminal pro- ceeding brought by or on behalf of the United States under the antitrust laws to the effect that a defendant has violated said laws shall be prima facie evidence against such defendant in any action or proceeding brought by any other party against such defendant under said laws as to all matters respecting which said judgment or decree would be an estoppel as between the parties thereto: Provided, That this section shall not apply to consent judgments or decrees en- tered before any testimony has been taken. Nothing contained in this section shall be con- strued to impose any limitation on the applica- tion of collateral estoppel, except that, in any action or proceeding brought under the anti- trust laws, collateral estoppel effect shall not be given to any finding made by the Federal Trade Commission under the antitrust laws or under section 45 of this title which could give rise to a claim for relief under the antitrust laws. Page 26 TITLE 15—COMMERCE AND TRADE § 16 (b) Consent judgments and competitive impact statements; publication in Federal Register; availability of copies to the public Any proposal for a consent judgment sub- mitted by the United States for entry in any civil proceeding brought by or on behalf of the United States under the antitrust laws shall be filed with the district court before which such proceeding is pending and published by the United States in the Federal Register at least 60 days prior to the effective date of such judg- ment. Any written comments relating to such proposal and any responses by the United States thereto, shall also be filed with such district court and published by the United States in the Federal Register within such sixty-day period. Copies of such proposal and any other materials and documents which the United States consid- ered determinative in formulating such pro- posal, shall also be made available to the public at the district court and in such other districts as the court may subsequently direct. Simulta- neously with the filing of such proposal, unless otherwise instructed by the court, the United States shall file with the district court, publish in the Federal Register, and thereafter furnish to any person upon request, a competitive im- pact statement which shall recite— (1) the nature and purpose of the proceeding; (2) a description of the practices or events giving rise to the alleged violation of the anti- trust laws; (3) an explanation of the proposal for a con- sent judgment, including an explanation of any unusual circumstances giving rise to such proposal or any provision contained therein, relief to be obtained thereby, and the antici- pated effects on competition of such relief; (4) the remedies available to potential pri- vate plaintiffs damaged by the alleged viola- tion in the event that such proposal for the consent judgment is entered in such pro- ceeding; (5) a description of the procedures available for modification of such proposal; and (6) a description and evaluation of alter- natives to such proposal actually considered by the United States. (c) Publication of summaries in newspapers The United States shall also cause to be pub- lished, commencing at least 60 days prior to the effective date of the judgment described in sub- section (b) of this section, for 7 days over a pe- riod of 2 weeks in newspapers of general circula- tion of the district in which the case has been filed, in the District of Columbia, and in such other districts as the court may direct— (i) a summary of the terms of the proposal for consent judgment, (ii) a summary of the competitive impact statement filed under subsection (b), (iii) and a list of the materials and docu- ments under subsection (b) which the United States shall make available for purposes of meaningful public comment, and the place where such materials and documents are available for public inspection. (d) Consideration of public comments by Attor- ney General and publication of response During the 60-day period as specified in sub- section (b) of this section, and such additional time as the United States may request and the court may grant, the United States shall receive and consider any written comments relating to the proposal for the consent judgment sub- mitted under subsection (b). The Attorney Gen- eral or his designee shall establish procedures to carry out the provisions of this subsection, but such 60-day time period shall not be shortened except by order of the district court upon a showing that (1) extraordinary circumstances require such shortening and (2) such shortening is not adverse to the public interest. At the close of the period during which such comments may be received, the United States shall file with the district court and cause to be published in the Federal Register a response to such com- ments. Upon application by the United States, the district court may, for good cause (based on a finding that the expense of publication in the Federal Register exceeds the public interest ben- efits to be gained from such publication), au- thorize an alternative method of public dissemi- nation of the public comments received and the response to those comments. (e) Public interest determination (1) Before entering any consent judgment pro- posed by the United States under this section, the court shall determine that the entry of such judgment is in the public interest. For the pur- pose of such determination, the court shall con- sider— (A) the competitive impact of such judg- ment, including termination of alleged viola- tions, provisions for enforcement and modi- fication, duration of relief sought, anticipated effects of alternative remedies actually con- sidered, whether its terms are ambiguous, and any other competitive considerations bearing upon the adequacy of such judgment that the court deems necessary to a determination of whether the consent judgment is in the public interest; and (B) the impact of entry of such judgment upon competition in the relevant market or markets, upon the public generally and indi- viduals alleging specific injury from the viola- tions set forth in the complaint including con- sideration of the public benefit, if any, to be derived from a determination of the issues at trial. (2) Nothing in this section shall be construed to require the court to conduct an evidentiary hearing or to require the court to permit anyone to intervene. (f) Procedure for public interest determination In making its determination under subsection (e), the court may— (1) take testimony of Government officials or experts or such other expert witnesses, upon motion of any party or participant or upon its own motion, as the court may deem appropriate; (2) appoint a special master and such outside consultants or expert witnesses as the court may deem appropriate; and request and obtain the views, evaluations, or advice of any indi- vidual, group or agency of government with respect to any aspects of the proposed judg- ment or the effect of such judgment, in such manner as the court deems appropriate; Page 27 TITLE 15—COMMERCE AND TRADE § 16 (3) authorize full or limited participation in proceedings before the court by interested per- sons or agencies, including appearance amicus curiae, intervention as a party pursuant to the Federal Rules of Civil Procedure, examination of witnesses or documentary materials, or par- ticipation in any other manner and extent which serves the public interest as the court may deem appropriate; (4) review any comments including any ob- jections filed with the United States under subsection (d) concerning the proposed judg- ment and the responses of the United States to such comments and objections; and (5) take such other action in the public in- terest as the court may deem appropriate. (g) Filing of written or oral communications with the district court Not later than 10 days following the date of the filing of any proposal for a consent judg- ment under subsection (b), each defendant shall file with the district court a description of any and all written or oral communications by or on behalf of such defendant, including any and all written or oral communications on behalf of such defendant by any officer, director, em- ployee, or agent of such defendant, or other per- son, with any officer or employee of the United States concerning or relevant to such proposal, except that any such communications made by counsel of record alone with the Attorney Gen- eral or the employees of the Department of Jus- tice alone shall be excluded from the require- ments of this subsection. Prior to the entry of any consent judgment pursuant to the antitrust laws, each defendant shall certify to the district court that the requirements of this subsection have been complied with and that such filing is a true and complete description of such commu- nications known to the defendant or which the defendant reasonably should have known. (h) Inadmissibility as evidence of proceedings before the district court and the competitive impact statement Proceedings before the district court under subsections (e) and (f) of this section, and the competitive impact statement filed under sub- section (b) of this section, shall not be admis- sible against any defendant in any action or pro- ceeding brought by any other party against such defendant under the antitrust laws or by the United States under section 15a of this title nor constitute a basis for the introduction of the consent judgment as prima facie evidence against such defendant in any such action or proceeding. (i) Suspension of limitations Whenever any civil or criminal proceeding is instituted by the United States to prevent, re- strain, or punish violations of any of the anti- trust laws, but not including an action under section 15a of this title, the running of the stat- ute of limitations in respect to every private or State right of action arising under said laws and based in whole or in part on any matter com- plained of in said proceeding shall be suspended during the pendency thereof and for one year thereafter: Provided, however, That whenever the running of the statute of limitations in respect of a cause of action arising under section 15 or 15c of this title is suspended hereunder, any ac- tion to enforce such cause of action shall be for- ever barred unless commenced either within the period of suspension or within four years after the cause of action accrued. (Oct. 15, 1914, ch. 323, § 5, 38 Stat. 731; July 7, 1955, ch. 283, § 2, 69 Stat. 283; Pub. L. 93–528, § 2, Dec. 21, 1974, 88 Stat. 1706; Pub. L. 94–435, title III, § 302(2), Sept. 30, 1976, 90 Stat. 1396; Pub. L. 96–349, § 5(a), Sept. 12, 1980, 94 Stat. 1157; Pub. L. 108–237, title II, § 221(b), June 22, 2004, 118 Stat. 668.) Editorial Notes REFERENCES IN TEXT The antitrust laws, referred to in subsecs. (a), (b), and (g) to (i), are defined in section 12 of this title. AMENDMENTS 2004—Subsec. (d). Pub. L. 108–237, § 221(b)(1), inserted at end ‘‘Upon application by the United States, the dis- trict court may, for good cause (based on a finding that the expense of publication in the Federal Register ex- ceeds the public interest benefits to be gained from such publication), authorize an alternative method of public dissemination of the public comments received and the response to those comments.’’ Subsec. (e). Pub. L. 108–237, § 221(b)(2), designated in- troductory provisions as par. (1), substituted ‘‘court shall’’ for ‘‘court may’’, added subpars. (A) and (B) and par. (2), and struck out former pars. (1) and (2) which read as follows: ‘‘(1) the competitive impact of such judgment, includ- ing termination of alleged violations, provisions for en- forcement and modification, duration or relief sought, anticipated effects of alternative remedies actually considered, and any other considerations bearing upon the adequacy of such judgment; ‘‘(2) the impact of entry of such judgment upon the public generally and individuals alleging specific injury from the violations set forth in the complaint includ- ing consideration of the public benefit, if any, to be de- rived from a determination of the issues at trial.’’ Subsec. (g). Pub. L. 108–237, § 221(b)(3), inserted ‘‘by any officer, director, employee, or agent of such defend- ant’’ before ‘‘, or other person’’ in first sentence. 1980—Subsec. (a). Pub. L. 96–349 made collateral es- toppel inapplicable in any action or proceeding brought under the antitrust laws to any finding made by the Commission under the antitrust laws or under section 45 of this title which could give rise to a claim for relief under the antitrust laws; struck out ‘‘or by the United States under section 15a of this title,’’ after ‘‘under said laws’’; and deleted from proviso ‘‘or to judgments or decrees entered in actions under section 15a of this title’’ after ‘‘testimony has been taken’’. 1976—Pub. L. 94–435 substituted ‘‘private or State right of action’’ for ‘‘private right of action’’ and ‘‘sec- tion 15 or 15c’’ for ‘‘section 15’’. 1974—Subsecs. (b) to (i). Pub. L. 93–528 added subsecs. (b) to (h) and redesignated former subsec. (b) as (i). 1955—Act July 7, 1955, substituted subsec. (a) for first paragraph, to provide that final judgments in actions under the antitrust laws by the United States shall be prima facie evidence in damage suits by the United States as well as in private damage suits, and sub- stituted subsec. (b) for second paragraph, to provide for a one-year suspension of limitations. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1980 AMENDMENT Pub. L. 96–349, § 5(b), Sept. 12, 1980, 94 Stat. 1157, pro- vided that: ‘‘The amendments made by this section 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),