§ 18. — Acquisition by one corporation of stock of another.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC18]
TITLE 15--COMMERCE AND TRADE
CHAPTER 1--MONOPOLIES AND COMBINATIONS IN RESTRAINT OF TRADE
Sec. 18. Acquisition by one corporation of stock of another
No person engaged in commerce or in any activity 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 Commission shall acquire the whole or any part of
the assets of another person engaged also in commerce or in any activity
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 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 activity 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 monopoly.
This section shall not apply to persons purchasing 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 activity affecting commerce
from causing the formation of subsidiary corporations for the actual
carrying on of their immediate lawful business, or the natural and
legitimate branches or extensions thereof, or from owning and holding
all or a part of the stock of such subsidiary corporations, when the
effect of such formation is not to substantially lessen competition.
Nor shall anything herein contained be construed to prohibit any
common carrier subject to the laws to regulate commerce from aiding in
the construction of branches or short lines so located 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 between
the company owning the branch line so constructed and the company owning
the main line acquiring the property or an interest therein, nor to
prevent such common carrier from extending any of its lines through the
medium of the acquisition of stock or otherwise of any other common
carrier where there is no substantial competition between the company
extending its lines and the company whose stock, property, 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
Transportation, Federal Power Commission, Surface Transportation Board,
the Securities and Exchange Commission in the exercise of its
jurisdiction under section 79j of this title, the United States Maritime
Commission, or the Secretary of Agriculture under any statutory
provision vesting such power in such Commission, Board, or Secretary.
(Oct. 15, 1914, ch. 323, Sec. 7, 38 Stat. 731; Dec. 29, 1950, ch. 1184,
64 Stat. 1125; Pub. L. 96-349, Sec. 6(a), Sept. 12, 1980, 94 Stat. 1157;
Pub. L. 98-443, Sec. 9(l), Oct. 4, 1984, 98 Stat. 1708; Pub. L. 104-88,
title III, Sec. 318(1), Dec. 29, 1995, 109 Stat. 949; Pub. L. 104-104,
title VI, Sec. 601(b)(3), Feb. 8, 1996, 110 Stat. 143.)
Amendments
1996--Pub. L. 104-104, in sixth par., struck out ``Federal
Communications Commission,'' after ``Secretary of Transportation,''.
1995--Pub. L. 104-88, in sixth par., substituted ``Surface
Transportation Board'' for ``Interstate Commerce Commission'' and
inserted ``, Board,'' after ``vesting such power in such Commission''.
1984--Pub. L. 98-443 substituted ``Secretary of Transportation'' for
``Civil Aeronautics Board'' and ``Commission or Secretary'' for
``Commission, Secretary, or Board'' in sixth par.
1980--Pub. L. 96-349, substituted ``person'' for ``corporation''
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'' wherever 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.
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 701 of
Title 49, Transportation.
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
Section 6(b) of Pub. L. 96-349 provided 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
Federal Power Commission terminated and functions, personnel,
property, funds, etc., transferred to Secretary of Energy (except for
certain functions transferred to Federal Energy Regulatory Commission)
by sections 7151(b), 7171(a), 7172(a), 7291, and 7293 of Title 42, The
Public Health and Welfare.
Executive and administrative functions of Maritime Commission
transferred to Chairman of Maritime Commission by Reorg. Plan No. 6 of
1949, eff. Aug. 19, 1949, 14 F.R. 5228, 63 Stat. 1069, set out in the
Appendix to Title 5, Government Organization and Employees. See, also,
notes set out under section 1111 of Title 46, Appendix, Shipping.
United States Maritime Commission abolished by Reorg. Plan No. 21 of
1950, eff. May 24, 1950, 15 F.R. 3178, 64 Stat. 1273, set out in the
Appendix to Title 5, which transferred part of its 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 respects, 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 established 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 transferred either to Federal Maritime Commission or Secretary
of Commerce by sections 103 and 202 of Reorg. Plan No. 7 of 1961.
Maritime Administration of Department of Commerce 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,
see section 1601 et seq. of Title 46, Appendix, Shipping.
Section Referred to in Other Sections
This section is referred to in sections 18a, 21, 26, 63 of this
title.
