S. 130: Competition and Antitrust Law Enforcement Reform Act of 2025
Sponsor
Amy Klobuchar
Democrat · MN
Bill Progress
Latest Action · Jan 16, 2025
Read twice and Referred to the Judiciary. for review
Antitrust bill swings hard at giants
Why it matters
This matters now because Congress is weighing a major rewrite of antitrust rules that would make it easier to challenge mergers, punish dominant firms, and give the FTC and DOJ far more money and tools in 2025.
For workers and private enforcers, the bill adds several practical tools. Employees and contractors who report antitrust violations would get anti-retaliation protection, but complaints must be filed with the Secretary of Labor within 180 days of the violation. The Attorney General could pay whistleblower awards of 10% to 30% of collected criminal fines when the enforcement action brings in more than $1,000,000. Successful private plaintiffs would recover simple prejudgment interest on treble damages from the date the pleading is served to the date of judgment. The bill also bans predispute arbitration agreements and joint-action waivers for antitrust disputes where plaintiffs seek class certification. Finally, it would authorize $535,000,000 for the DOJ Antitrust Division and $725,000,000 for the FTC for fiscal year 2025, and starting in fiscal year 2026 it lets the agencies keep all premerger notification filing fees for enforcement.
What does S. 130 do?
Merger crackdown with $5B and $100B triggers
The bill changes merger law so the government can challenge deals that create an "appreciable risk of materially lessening" competition, replacing the current "substantially to lessen" standard in Section 7 of the Clayton Act. It creates presumptions for acquisitions by firms already holding more than $5 billion in voting securities or assets, and for deals where either party has more than $100 billion in assets, net annual sales, or market capitalization and the buyer would end up holding more than $50 million in voting securities or assets.
Monopsony and market power explicitly covered
The bill expressly adds monopsony as a prohibited outcome under Clayton Act Section 7, meaning buyer power over workers or suppliers can trigger enforcement. It also defines "market power" as the ability to profitably impose terms on counterparties about price, quantity, quality, or other terms that are more favorable than what could be obtained in a competitive market, and says "materially" means more than a de minimis amount.
Dominant firms face 15% or 30% penalties
For exclusionary conduct, the bill sets civil penalties at not more than the greater of 15% of total U.S. revenues for the previous calendar year or 30% of U.S. revenues in the line of commerce affected by the conduct. Harm is presumed if the company has more than 50% market share or significant market power, and the same 15%/30% revenue-based penalty structure is extended to Sherman Act Sections 1 and 2 and FTC Act Section 5 violations.
FTC gets new offices and a 7-year watchdog
The bill creates an Office of Competition Advocate and an Office of Market Analysis and Data inside the FTC. The Competition Advocate would serve a 7-year term, could be removed only by a unanimous vote of the Commission, could not have worked at the FTC for 2 years before appointment or 5 years after service, and would have independent subpoena authority over covered companies that file under Clayton Act Section 7A.
Whistleblowers get 180 days and 10%-30% awards
Employees and contractors who report antitrust violations would be protected from retaliation, but they must file complaints with the Secretary of Labor within 180 days of the violation. The Attorney General may pay whistleblower awards worth 10% to 30% of collected criminal fines when the successful enforcement action produces more than $1,000,000 in proceeds.
New deadlines: 1 year, 18 months, 2 years, 5 years
The DOJ and FTC must issue joint civil penalty guidelines within 1 year of enactment and update them at least every 5 years after a minimum 60-day public comment period. GAO must report within 18 months on merger remedies from the previous 8-year period and update every 4 years, while the FTC must complete a study within 2 years on institutional investor ownership in concentrated markets; companies that settle merger cases must file annual reports for 5 years certified under penalty of perjury by a CEO, CFO, General Counsel, or equivalent officer.
Who benefits from S. 130?
Workers at dominant employers
They could benefit because the bill explicitly targets monopsony, which can include buyer power over labor, and because the FTC's new data office must publish reports on competitive conditions including effects on wages. Workers who report violations also get anti-retaliation protections and can trigger cases that may generate 10% to 30% whistleblower awards if collected criminal fines exceed $1,000,000.
Small businesses and startup competitors
They could have an easier time challenging dominant firms because exclusionary conduct is defined broadly as conduct that materially disadvantages competitors or limits their ability or incentive to compete. They also benefit from a rule that antitrust liability does not require defining a "relevant market" unless a statute specifically says so, and from penalties that can reach 15% of total U.S. revenue or 30% of revenue in the affected line of commerce.
Consumers in concentrated markets
Consumers could benefit from tougher merger review, especially for deals involving firms over the $5 billion, $100 billion, and $50 million thresholds, and from a lower legal standard that allows challenges when there is an appreciable risk of materially lessening competition. The bill's focus on price, quantity, product or service quality, and other transaction terms in its definition of market power is aimed at harms consumers can feel directly.
Private antitrust plaintiffs
People and businesses bringing antitrust suits gain leverage because successful plaintiffs recover simple prejudgment interest on treble damages from the date of service of the pleading to the date of judgment. They also get protection from forced predispute arbitration and joint-action waivers in antitrust disputes where plaintiffs seek class certification.
Who is affected by S. 130?
Mega-cap companies pursuing acquisitions
Large acquirers face tougher presumptions if they already hold more than $5 billion in voting securities or assets, or if either party exceeds $100 billion in assets, net annual sales, or market capitalization and the deal results in holding more than $50 million in voting securities or assets. That means more deals could be presumed harmful and face challenge.
Companies with more than 50% market share
Firms with more than 50% market share are especially exposed because the bill creates a presumption of harm for exclusionary conduct at that threshold or when they have significant market power. If they violate the law, they could face penalties up to the greater of 15% of total U.S. revenues from the previous calendar year or 30% of U.S. revenues in the affected line of commerce.
Businesses that settle merger cases
Parties resolving antitrust proceedings over acquisitions would have to file annual reports for 5 years with the FTC or the Assistant Attorney General. Those reports must be certified under penalty of perjury by a CEO, CFO, General Counsel, or equivalent officer, increasing compliance and legal risk.
Employers using arbitration clauses in antitrust cases
Companies that rely on predispute arbitration agreements or joint-action waivers would lose that protection in antitrust disputes when plaintiffs seek class certification. That could push more antitrust claims into court rather than private arbitration.
Cost & Funding
Authorization
$535,000,000 for the DOJ Antitrust Division and $725,000,000 for the FTC in FY 2025
- Section 19 authorizes $535,000,000 for the Department of Justice Antitrust Division for fiscal year 2025.
- Section 19 authorizes $725,000,000 for the Federal Trade Commission for fiscal year 2025.
- Beginning in fiscal year 2026, all premerger notification filing fees are retained by the agencies for antitrust enforcement purposes.
What Congress Is Saying
S. 130 hasn't been debated on the floor yet.
This section updates when a legislator speaks about it on the floor or in committee.
S130 Legislative Journey
Committee Action
Jan 16, 2025
Read twice and referred to the Committee on the Judiciary.
About the Sponsor
Amy Klobuchar
Democrat, MN · 19 years in Congress
Committees: Agriculture, Nutrition, and Forestry, Commerce, Science, and Transportation, Joint Committee of Congress on the Library
View full profile →
Cosponsors (13)
All 13 cosponsors are Democrats. Cosponsors represent 11 states: Colorado, Connecticut, Hawaii, and 8 more.
Sheldon Whitehouse
Democrat · RI
Richard Blumenthal
Democrat · CT
Cory Booker
Democrat · NJ
Mazie Hirono
Democrat · HI
Peter Welch
Democrat · VT
Martin Heinrich
Democrat · NM
Edward Markey
Democrat · MA
Christopher Murphy
Democrat · CT
Tina Smith
Democrat · MN
Brian Schatz
Democrat · HI
Mark Warner
Democrat · VA
Ron Wyden
Democrat · OR
Committee Sponsors
Judiciary Committee
5 of 22 committee members cosponsored
5 Democrats across this committee haven't cosponsored yet. Mobilize their constituents
What laws does S. 130 change?
4 changes
Sections Amended
Section 5 of Federal Trade Commission Act (15 U.S.C. 45) to the extent that such section applies to unfair methods of competition; and (B) this Act and the amendments made by this Act. SEC. 4. UNLAWFUL ACQUISITIONS. (a) Market Power.--Subsection (a) of the first section of the Clayton Act (15 U.S.C. 12)
adding at the end the following: ``The term `market power' in this Act means the ability of a person, or a group of persons acting in concert, to profitably impose terms or conditions on counterparties, including terms regarding price, quantity, product or service quality, or other terms affecting the value of consideration exchanged in the transaction, that are more favorable to the person or group of persons imposing them than what the person or group of persons could obtain in a competitive market
Section 7A of Clayton Act (15 U.S.C. 18a)
adding at the end the following: ``(l)(1) Each person who resolves a proceeding brought under the antitrust laws by the Federal Trade Commission or United States by entering into an agreement or by the final judgment in a Federal or administrative court regarding an acquisition with respect to which notification is required under this section shall, on an annual basis during the 5-year period beginning on the date on which the agreement is entered into, file with the Federal Trade Commission or the Assistant Attorney General, as applicable, and the Competition Advocate, information sufficient for the Federal Trade Commission or the United States, as applicable, to assess the competitive impact of the acquisition, including-- ``(A) the pricing, availability, and quality of any product or service, or inputs thereto, in any market, that was covered by the agreement; ``(B) the source, and the resulting magnitude and extent, of any cost-saving efficiencies or any benefits to consumers or trading partners that were claimed as a benefit of the acquisition and the extent to which any cost savings were passed on to consumers or trading partners; and ``(C) the effectiveness of any divestitures or any conditions placed on the acquisition in fully restoring competition
Section 1 of sherman act.--Section 1 of the Sherman Antitrust Act (15 U.S.C. 1) is amended-- (A) by striking ``Every'' and inserting ``(a) Every''; and (B) by adding at the end the following: ``(b)(1) Every person who violates this section shall be liable to the United States for a civil or criminal penalty of not more than the greater of-- ``(A) 15 percent of the total United States revenues of the person for the previous calendar year; or ``(B) 30 percent of the United States revenues of the person in any part of the trade or commerce related to or targeted by the unlawful conduct under this section during the period of the unlawful conduct. ``(2) A penalty under this section may be recovered in a civil or criminal action brought by the United States.''. (2) Section 2 of the sherman act.--Section 2 of the Sherman Antitrust Act (15 U.S.C. 2) is amended-- (A) by striking ``Every'' and inserting ``(a) Every''; and (B) by adding at the end the following ``(b)(1) Every person who violates this section shall be liable to the United States for a civil penalty of not more than the greater of-- ``(A) 15 percent of the total United States revenues of the person for the previous calendar year; or ``(B) 30 percent of the United States revenues of the person in any part of the trade or commerce related to or targeted by the unlawful conduct under this section during the period of the unlawful conduct. ``(2) A civil penalty under this section may be recovered in a civil action brought by the United States.''. (3) Section 5 of the federal trade commission act.--Section 5 of the Federal Trade Commission Act (15 U.S.C. 45)
adding at the end the following: ``(o)(1) The Commission may commence a civil action in a district court of the United States against any person, partnership, or corporation for a violation of subsection (a)(1) respecting an unfair method of competition that constitutes a violation of sections 1 or 2 of the Sherman Act (15 U
Section 4 of Clayton Act (15 U.S.C. 15)
striking subsection (a) and inserting the following: ``(a) Except as provided in subsection (b), any person who shall be injured in his business or property by reason of anything forbidden in the antitrust laws may sue therefor in any district court of the United States in the district in which the defendant resides or is found or has an agent, without respect to the amount in controversy, and shall recover threefold the damages by him sustained, the cost of suit, including a reasonable attorney's fee, and simple interest on threefold the damages by him sustained for the period beginning on the date of service of such person's pleading setting forth a claim under the antitrust laws and ending on the date of judgment
S. 130 Quick Facts
- Committee
- Judiciary
- Chamber
- Senate
- Policy
- Commerce
- Introduced
- Jan 16, 2025
Read twice and Referred to the Judiciary. for review
Jan 16, 2025
S. 130 Bill Text
“To reform the antitrust laws to better protect competition in the American economy, to amend the Clayton Act to modify the standard for an unlawful acquisition, to deter anticompetitive exclusionary conduct that harms competition and consumers, to enhance the ability of the Department of Justice and the Federal Trade Commission to enforce the antitrust laws, and for other purposes.”
Source: U.S. Government Publishing Office
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