115 HR 4538 IH: Merger Retrospective Act of 2017 U.S. House of Representatives 2017-12-04 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.

I115th CONGRESS1st SessionH. R. 4538IN THE HOUSE OF REPRESENTATIVESDecember 4, 2017Mr. Ellison (for himself, Mr. Khanna, Mr. Cicilline, Mr. Pocan, Mr. Nolan, Ms. Jayapal, and Mr. Grijalva) introduced the following bill; which was referred to the Committee on the JudiciaryA BILLTo require the Attorney General and the Federal Trade Commission to conduct regular merger retrospective reviews of the economic effects of mergers to which section 7A of the Clayton Act applies.

1.

Short title

This Act may be cited as the Merger Retrospective Act of 2017.

2.

Required reviews of the economic effects of mergers

(a)

Required reviews

The Attorney General and the Federal Trade Commission shall each conduct annually no fewer than 5 retrospective reviews of the economic effects of mergers to which section 7A of the Clayton Act (15 U.S.C. 18a) applies and which have been resolved by each agency. The decision of which mergers are evaluated will be made by the each agency in conjunction with the advice and agreement of the Chief Economist of the Government Accountability Office. That individual will report on the process and certify that the choices of mergers satisfy the criteria of objectivity, importance, and comprehensiveness. (b)

Content of reviews

The reviews conducted under subsection (a) shall assess the effects of each merger on— (1)the price and quality of products and services affected by the merger; (2)the effectiveness of any divestitures or merger conditions in preserving competition in the affected markets; (3)any facility closures or other reductions in actual or planned capacity, or in employment; (4)investment in research and development; (5)average salary and employment benefits of the top 1 percent, the median, and the lowest 10 percent of individuals employed by each party to the merger before the merger and by the entity resulting from the merger; and (6)contractual terms applicable before and after the merger to officers and employees of each party to the merger with respect to forced arbitration clauses, noncompete agreements, and class-action lawsuit waivers. (c)

Time period for reviews

Each merger review required by this Act shall be completed not later than 3 years after the merger is consummated, or 3 years after the effective date of this Act, whichever is later. (d)

Publication of review results

The Attorney General and the Federal Trade Commission shall publish on their respective websites in a timely manner the results of the reviews conducted under subsection (a) together with as much nonconfidential data and information that allow the public to evaluate the reviews. The chief economist of the General Accountability Office shall attest to the quality and objectivity of the study.

3.

Postmerger data

Section 7A of the Clayton Act (15 U.S.C. 18a) is amended by adding at the end the following: (l) (1)Each person who enters into an agreement with the Federal Trade Commission or the United States to resolve a proceeding brought under the antitrust laws or under the Federal Trade Commission Act (15 U.S.C. 41 et seq.) regarding an acquisition with respect to which notification is required under this section shall, upon request from the Federal Trade Commission or the Assistant Attorney General, submit to the Federal Trade Commission or the Assistant Attorney General, as applicable, information necessary to aid the requesting agency in its retrospective review of the economic effects of the transaction as required by the Merger Retrospective Act of 2017. (2)The Federal Trade Commission, with the concurrence of the Assistant Attorney General, by rule issued in accordance with section 553 of title 5, United States Code, and consistent with the purposes of this section shall require that the information described in paragraph (1) be in such form and contain such documentary material and information relevant to a completed acquisition as is necessary and appropriate to enable the Federal Trade Commission and the Assistant Attorney General to assess the competitive impact of the acquisition under paragraph (1). .

4.

Effective date; application of Act

(a)

Effective Date

This Act shall take effect 180 days after the date of the enactment of this Act. (b)

Application of Act

This Act shall apply with respect to— (1)mergers that occurred less than 2 years before the date of the enactment of this Act; and (2)mergers that occur on or after the date of the enactment of this Act. (c)

Attorney General

In order to promote transparency in merger enforcement, the Federal Trade Commission and the Attorney General shall publish no less frequently than every 2 years a report on the numbers of their investigations and enforcement actions with respect to horizontal mergers in the preceding 2 years. This report should provide summary data on investigations and actions by level of and change in concentration, number of remaining significant competitors, and ease of entry in the relevant markets. (d)

Authorization Of Appropriations

(1)

In general

To carry out the amendments made by this Act, there is authorized to be appropriated $2,000,000 for each of fiscal years 2018 through 2022. (2)

Availability of funds

Funds appropriated to carry out such amendment shall remain available for a period of 2 fiscal years.