§ 18. Acquisition by one corporation of stock of another

Footnotes

1. 1 See References in Text note below.

Legislative history

Reconstructed from this section’s Code source credit and amendment notes, resolved against the local Statutes at Large. Editorial notes are evidence, not the law that made the change.

1. 1914

   Pub. L. 63–323 § 7 · 38 Stat. 730

   Enacted · 15 U.S.C. § 18

   Oct. 15, 1914, ch. 323, § 7, 38 Stat. 731

   Source evidence

   Code source credit
   Oct. 15, 1914, ch. 323, § 7, 38 Stat. 731

   Enacted provision · exact public law section
   Sec. 7. That no corporation engaged in commerce shall acquire, No corporation may acquire stock of another, to lessen competition, etc. directly or indirectly, the whole or any part of the stock or other share capital of another corporation engaged also in commerce, where the effect of such acquisition may be to substantially lessen competition between the corporation whose stock is so acquired and the corporation making the acquisition, or to restrain such commerce in any section or community, or tend to create a monopoly of any line of commerce. Of two or more corporations. No corporation shall acquire, directly or indirectly, the whole or any part of the stock or other share capital of two or more corporations engaged in commerce where the effect of such acquisition, or the use of such stock by the voting or granting of proxies or otherwise, may be to substantially lessen competition between such corporations, or any of them, whose stock or other share capital is so acquired, or to restrain such commerce in any section or community, or tend to create a monopoly of any line of commerce. Purchasing solely for investment permitted. This section shall not apply to corporations 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 Subsidiaries, etc., allowed. lessening of competition. Nor shall anything contained in this section prevent a corporation engaged in commerce from causing the formartion 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 Condition. stock of such subsidiary corporations, when the effect of such formartion is not to substantially lessen competition. Common carriers may aid construction of short lines as feeders, etc. 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 Acquire non competing short lines. 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 Acquire noncompeting lines for extensions. 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 such 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. Prior rights preserved. Proviso. No antitrust prohibition legalized. 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.

2. 1980

   Antitrust Procedural Improvements Act of 1980

   Pub. L. 96–349 § 6(a) · 94 Stat. 1154

   1. Substituted · 15 U.S.C. § 18

      Pub. L. 96–349, substituted “person” for “corporation” in second par. and first sentence of third par.

   2. Substituted · 15 U.S.C. § 18

      Pub. L. 96–349, substituted “persons” for “corporations” in second par. and first sentence of third par.

   3. Inserted · 15 U.S.C. § 18

      Pub. L. 96–349, inserted “or in any activity affecting commerce” after “commerce” wherever appearing in first, second, and third pars

   Source evidence

   Code amendment note
   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.

   Enacted provision · exact public law section
   (a) Section 7 of the Clayton Act (15 U.S.C. 18) is amended— (1) by striking out “corporation” each place it appears in the first and second paragraphs and inserting in lieu thereof “person” in each such place; (2) by striking out “corporations” in the second paragraph and in the first sentence of the third paragraph and inserting in lieu thereof “persons”; and (3) by inserting “or in any activity affecting commerce” after “commerce” each place it appears in the first three paragraphs.

3. 1984

   Pub. L. 98–443 § 9 · 98 Stat. 1703

   1. Substituted · 15 U.S.C. § 18

      Pub. L. 98–443 substituted “Secretary of Transportation” for “Civil Aeronautics Board” in sixth par

   2. Substituted · 15 U.S.C. § 18

      Pub. L. 98–443 substituted “Commission or Secretary” for “Commission, Secretary, or Board” in sixth par

   Source evidence

   Code amendment note
   Pub. L. 98–443 substituted “Secretary of Transportation” for “Civil Aeronautics Board” and “Commission or Secretary” for “Commission, Secretary, or Board” in sixth par.

   Enacted provision · exact public law section
   Sec. 9. miscellaneous amendments (a) (1) Section 101(11) is amended to read as follows: (11) ‘All-cargo air service’ means the carriage by aircraft in interstate or overseas air transportation of only property or mail, or both.”. (2) Section 418(b)(3) is repealed. (b) Section 1307(a) is amended by striking out “, after consultation with the Civil Aeronautics Board,”. (c) Section 11 of the International Aviation Facilities Act (49 U.S.C. 1159a) is amended in the second sentence by striking out “and the Civil Aeronautics Board” and by striking out “in collaboration with the Civil Aeronautics Board” and inserting in lieu thereof “in collaboration with the Secretary of Transportation”. (d) Section 2 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 1159b) is amended by— (1) striking out “the Civil Aeronautics Board,” in subsection (a); (2) striking out “Civil Aeronautics Board” and “Board” each time they appear in subsection (b) and the first sentence of subsection (d) and inserting in lieu thereof “Secretary of Transportation” and “Secretary”, respectively; (3) striking out “and the Department of Transportation” in subsection (b)(2); and (4) striking out the last sentence in subsection (d) and inserting in lieu thereof the following: “The Secretaries of State and Treasury shall furnish to the Secretary of Transportation such information as may be necessary to prepare the report required by this subsection.”. (e) Section 5314 of title 5, United States Code, is amended by striking out “Chairman, Civil Aeronautics Board.”. Section 5315 of title 5, United States Code, is amended by striking out “Members, Civil Aeronautics Board.”. (f) Section 3726(b)(1) of title 31, United States Code, is amended by striking out “Civil Aeronautics Board” and inserting in lieu thereof “Secretary of Transportation with respect to foreign air transportation (as defined in the Federal Aviation Act of 1958)”. 49 USC app. 1301 note. (g) (1) Sections 3401 (b) and (c) of title 39, United States Code, are each amended by striking out “Civil Aeronautics Board” and inserting in lieu thereof “Secretary of Transportation”. (2) Section 5005(b)(3) of title 39, United States Code, is amended by striking out “Civil Aeronautics Board” and inserting in lieu thereof “Secretary of Transportation if for the carriage of mail in foreign air transportation (as defined in section 101 of the Federal Aviation Act of 1958)”. 49 USC app. 1301. (3) Section 5401(b) of title 39, United States Code, is amended by striking out “Civil Aeronautics Board” and inserting in lieu thereof “Secretary of Transportation”. (4) Section 5402 of title 39, United States Code, is amended— (A) by striking out “Civil Aeronautics Board” each place it appears and inserting in lieu thereof “Secretary of Transportation”; (B) In the first sentence of subsection (a), by inserting “in foreign air transportation” after “points”; (C) in the second sentence of subsection (a), by striking out “10 percent of the domestic mail transported under any such con-tract or”; (D) in the first sentence of subsection (b), by inserting “in foreign air transportation” after “points”; (E) in the first sentence of subsection (c), by inserting “in foreign air transportation” after “points”; and (F) by adding at the end thereof the following new subsections: “(d) The Postal Service may contract with any air carrier for the transportation of mail by aircraft in interstate and overseas air transportation either through negotiations or competitive bidding. “(e) For purposes of this section, the terms ‘air carrier’, ‘interstate air transportation’, ‘overseas air transportation’, and ‘foreign air transportation’ have the meanings given such terms in section 101 of the Federal Aviation Act of 1958 (49 U.S.C. 1301). “(f) During the period beginning January 1, 1985, and ending Effective date January 1, 1989, the authority of the Secretary of Transportation and the Postal Service under subsections (a), (b), and (c) of this section shall also apply, and the authority of the Postal Service under subsection (d) shall not apply, to the transportation of mail by aircraft between any two points both of which are within the State of Alaska and between which the air carrier is authorized by the Secretary to engage in the transportation of mail.”. (h) Section 3502(10) of title 44, United States Code, is amended by striking out “the Civil Aeronautics Board,”. (i) Section 15(a) of the Animal Welfare Act (7 U.S.C. 2145(a)) is amended by striking out “the Civil Aeronautics Board” and inserting in lieu thereof “the Secretary of Transportation”. (j) Section 203(j) of the Agricultural Marketing Act of 1946 (7 U.S.C. 1622(j)) is amended by striking out “the Civil Aeronautics Board”. (k) Sections 4746 and 9746 of title 10, United States Code, are each amended by striking out “Civil Aeronautics Board” and inserting in lieu thereof “Secretary of Transportation”. (l) Section 7 of the Clayton Act (15 U.S.C. 18) is amended in the final paragraph by striking out “Civil Aeronautics Board” and inserting in lieu thereof “Secretary of Transportation” and by striking out “Commission, Secretary, or Board” and inserting in lieu thereof “Commission or Secretary”. (m) Section 11 of the Clayton Act (15 U.S.C. 21) is amended— (1) in subsection (a), by striking out “Civil Aeronautics Board” and inserting in lieu thereof “Secretary of Transportation” and by striking out “Civil Aeronautics Act of 1938” and inserting in lieu thereof “Federal Aviation Act of 1958”; (2) in subsection (b), by striking out “Commission or Board” each place it appears and inserting in lieu thereof “Commission, Board, or Secretary”; and (3) by striking out “commission or board” each place it appears in such section and inserting in lieu thereof “commission, board, or Secretary”. (n) The Consumer Credit Protection Act (15 U.S.C. 1601 et seq.) is amended by striking out “Civil Aeronautics Board” and inserting in lieu thereof “Secretary of Transportation” each place it appears in section 108(a)(4) (15 U.S.C. 1607(a)(4)), section 621(b)(5) (15 U.S.C. 1681s(b)(5)), section 704(a)(5) (15 U.S.C. 1691c(a)(5)), and section 814(b)(5) (15 U.S.C. 16921(b)(5)). (o) Section 3 of the Act entitled “An Act to encourage travel in the United States, and for other purposes” (16 U.S.C. 18b; 54 Stat. 773), is amended by striking out “the Civil Aeronautics Authority,”. (p) Section 47(a)(7)(C) of the Internal Revenue Code of 1954 is amended by striking out “Civil Aeronautics Board” and inserting in lieu thereof “Secretary of Transportation”. (q) Section 7701(a)(33)(E) of the Internal Revenue Code of 1954 is amended by striking out “Civil Aeronautics Board” and inserting in lieu thereof “Secretary of Transportation”. (r) Section 419(c)(1) is amended by striking out “416(b)(3)” and inserting in lieu thereof “416(b)(4)”. (s) Section 412(c)(2) is amended by striking out “subsection (c) of this section” and inserting in lieu thereof “subsection (a) of this section”. (t) Section 407(e) is amended by striking out the first sentence and inserting in lieu thereof the following: “The Board shall have access to all lands, buildings, and equipment of any air carrier or foreign air carrier when necessary for a determination under section 401, 49 USC app. 1371, 1372, 1388, 1389. 402, 418, or 419 of this title that such carrier is fit, willing, and able. The Board shall at all times have access to all accounts, records, and memorandums, including all documents, papers, and correspond-ence, now or hereafter existing, and kept or required to be kept by air carriers, foreign air carriers, or ticket agents. The Board may employ special agents or auditors, who shall have authority under the orders of the Board to inspect and examine lands, buildings, equipment, accounts, records, and memorandums to which the Board has access under this subsection.”. (u) Section 105(a)(1) is amended by striking out “interstate air 49 USC app. 1305. transportation” and inserting in lieu thereof “air transportation”. (v) The amendments made by this section shall take effect on Effective date. 5 USC 5314 note. January 1, 1985.

4. 1995

   ICC Termination Act of 1995

   Pub. L. 104–88 title III § 318(1) · 109 Stat. 803

   1. Substituted · 15 U.S.C. § 18

      Pub. L. 104–88, in sixth par., substituted “Surface Transportation Board” for “Interstate Commerce Commission”

   2. Inserted · 15 U.S.C. § 18

      Pub. L. 104–88, in sixth par., inserted “, Board,” after “vesting such power in such Commission”

   Source evidence

   Code amendment note
   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”.

   Enacted provision · exact public law section
   (1) in section 7 (15 U.S.C. 18)— (A) by striking “Interstate Commerce Commission” and inserting in lieu thereof “Surface Transportation Board”; and (B) by inserting “, Board,” after “vesting such power in such Commission”;

   Effective date note
   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 1301 of Title 49, Transportation.

5. 1996

   Pub. L. 104–104 title VI § 601(b)(3) · 110 Stat. 143

   Struck · 15 U.S.C. § 18

   Pub. L. 104–104, in sixth par., struck out “Federal Communications Commission,” after “Secretary of Transportation,”

   Source evidence

   Code amendment note
   Pub. L. 104–104, in sixth par., struck out “Federal Communications Commission,” after “Secretary of Transportation,”.

8 of 9 references resolved to an enrolled provision · 1 partial