15 U.S.C. § 18

Acquisition by one corporation of stock of another

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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,11 See References in Text note below. the United States Maritime Commission, or the Secretary of Agriculture under any statutory provision vesting such power in such Commission, Board, or Secretary.

Notes of Decisions

Cited in 1,176 cases (63 in the last 5 years), 1928–2026 · leading case: State of California Ex Rel. Van De Kamp v. Texaco

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State of California Ex Rel. Van De Kamp v. Texaco (1988) cal · cites it 18× “Based in part on comments from, inter alia, the California Attorney General, the FTC issued a complaint under section 7 of the Clayton Act ( 15 U.S.C. § 18 ), detailing the potential anticompetitive effects of the proposed merger.”

Federal Trade Commission v. Whole Foods Market, Inc. (2008) cadc · cites it 8× “However, this was not an abuse of discretion given that the district court was simply following the FTC's outline of the case.”

United States v. Philadelphia National Bank (1963) scotus · cites it 8× “§ 1 , and § 7 of the Clayton Act, 15 U. S. C. § 18 . [1] From a judgment for appellees after trial, see 201 F.”

Messner v. Northshore University HealthSystem (2012) ca7 · cites it 3× “In fact, the Federal Trade Commission found that the merger violated section 7 of the Clayton Act, 15 U.S.C. § 18 . Plaintiffs seek treble damages and injunctive relief under section 4 of the Clayton Act, 15 U.”

United States v. Anthem, Inc. (2017) cadc · cites it 7× “Accordingly, we affirm the issuance of the permanent injunction on alternative and independent grounds. I. Under Section 7 of the Clayton Act, a merger between two companies may not proceed if “in any line of commerce or in any activity affecting commerce in any section of the…”

Cargill, Inc. v. Monfort of Colorado, Inc. (1986) scotus · cites it 4× “" 15 U. S. C. § 18 . The legislative history teaches us that this delphic language was designed "to cope with monopolistic tendencies in their incipiency and well before they have attained such effects as would justify a Sherman Act proceeding.”

Circuit City Stores, Inc. v. Adams (2001) scotus · cites it 2× “731 , 15 U. S. C. § 18 , another 1914 congressional enactment.”

United States v. ITT Continental Baking Co. (1975) scotus · cites it 6× “1125 , 15 U. S. C. § 18 , and § 5 of the Federal Trade Commission Act, 15 U.”

Alarm Detection Sys., Inc. v. Vill. of Schaumburg, Corp. (2019) ca7 · cites it 2× “§§ 1 , 2, the Clayton Act, 15 U.S.C. § 18 , and state tort law. The various claims derive from the same theory: Schaumburg, working with NWCDS and Tyco, passed the Ordinance to exclude the Companies from the market and collect monopoly rents.”

Jeff Boardman v. Pacific Seafood Group (2016) ca9 · cites it 2× “Plaintiffs Have Adequately Demonstrated That the Proposed Transaction Could Substantially Lessen Competition To prove an unlawful merger claim under § 7 of the Clayton Act, a plaintiff must show that the effect of the challenged acquisition “may be substantially to lessen…”

Major League Baseball Properties, Inc. v. Salvino, Inc. (2008) ca2 · cites it 2× “…MLBP's activities violated §§ 1 and 2 of the Sherman Act, 15 U.S.C. §§ 1 and 2, as well as § 7 of the Clayton Act, 15 U.S.C. § 18 , and various state laws. As it related to the § 1 claim, Salvino's complaint in that action alleged principally that [b]ecause [MLBP]…”

United States of America v. Aetna Inc. (2017) dcd · cites it 4× “lessen competition” in violation of section 7 of the Clayton Act, 15 U.S.C. § 18 , in two distinct product lines: individual Medicare Advantage plans and individual commercial health insurance plans offered on the public exchanges.”

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