Commerce and Trade - 15 USC Section 18

01/03/05

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.

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]."

Last modified: June 14, 2006