[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[S. 1811 Introduced in Senate (IS)]

<DOC>






115th CONGRESS
  1st Session
                                S. 1811

To promote merger enforcement and protect competition through adjusting 
premerger filing fees, increasing antitrust enforcement resources, and 
       improving the information provided to antitrust enforcers.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                           September 14, 2017

Ms. Klobuchar (for herself, Mr. Leahy, Mr. Franken, Mr. Blumenthal, Mr. 
 Booker, Mr. Durbin, Ms. Hirono, Mr. Markey, Mrs. Gillibrand, and Ms. 
   Baldwin) introduced the following bill; which was read twice and 
               referred to the Committee on the Judiciary

_______________________________________________________________________

                                 A BILL


 
To promote merger enforcement and protect competition through adjusting 
premerger filing fees, increasing antitrust enforcement resources, and 
       improving the information provided to antitrust enforcers.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Merger Enforcement Improvement 
Act''.

SEC. 2. PREMERGER NOTIFICATION FILING FEES.

    Section 605 of Public Law 101-162 (15 U.S.C. 18a note) is amended--
            (1) in subsection (b)--
                    (A) in paragraph (1)--
                            (i) by striking ``$45,000'' and inserting 
                        ``$30,000'';
                            (ii) by striking ``$100,000,000'' and 
                        inserting ``$161,500,000'';
                            (iii) by striking ``2004'' and inserting 
                        ``2018''; and
                            (iv) by striking ``2003'' and inserting 
                        ``2017'';
                    (B) in paragraph (2)--
                            (i) by striking ``$125,000'' and inserting 
                        ``$100,000'';
                            (ii) by striking ``$100,000,000'' and 
                        inserting ``$161,500,000'';
                            (iii) by striking ``but less'' and 
                        inserting ``but is less''; and
                            (iv) by striking ``and'' at the end;
                    (C) in paragraph (3)--
                            (i) by striking ``$280,000'' and inserting 
                        ``$250,000''; and
                            (ii) by striking the period at the end and 
                        inserting ``but is less than $1,000,000,000 (as 
                        so adjusted and published);''; and
                    (D) by adding at the end the following:
            ``(4) $400,000 if the aggregate total amount determined 
        under section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) 
        is not less than $1,000,000,000 (as so adjusted and published) 
        but is less than $2,000,000,000 (as so adjusted and published);
            ``(5) $800,000 if the aggregate total amount determined 
        under section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) 
        is not less than $2,000,000,000 (as so adjusted and published) 
        but is less than $5,000,000,000 (as so adjusted and published); 
        and
            ``(6) $2,250,000 if the aggregate total amount determined 
        under section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) 
        is not less than $5,000,000,000 (as so adjusted and 
        published).''; and
            (2) by adding at the end the following:
    ``(c)(1) For each fiscal year commencing after September 30, 2018, 
the filing fees in this section shall be increased as of October 1 each 
year by an amount equal to the percentage increase, if any, in the 
Producer Price Index, as determined by the Department of Commerce or 
its successor, for the year then ended over the level so established 
for the year ending September 30, 2017.
    ``(2) As soon as practicable, but not later than January 31 of each 
year, the Federal Trade Commission shall publish the adjusted amounts 
required by this section.
    ``(3) The Federal Trade Commission shall not adjust amounts 
required by this section if the percentage increase described in 
paragraph (1) is less than 1 percent.
    ``(4) An amount adjusted under this section shall be rounded to the 
nearest multiple of $5,000.''.

SEC. 3. POST-SETTLEMENT 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, on an annual basis 
during the 5-year period beginning on the date on which the agreement 
is entered into, submit to the Federal Trade Commission or the 
Assistant Attorney General, as applicable, information sufficient for 
the Federal Trade Commission or the United States, as applicable, to 
assess the competitive impact of the acquisition, including--
            ``(A) the pricing, availability, and quality of any product 
        or service, or inputs thereto, in any market, that was covered 
        by the agreement;
            ``(B) the source, and the resulting magnitude and extent, 
        of any cost-saving efficiencies or any consumer benefits that 
        were claimed as a benefit of the acquisition and the extent to 
        which any cost savings were passed on to consumers; and
            ``(C) the effectiveness of any divestitures or any 
        conditions placed on the acquisition in preventing or 
        mitigating harm to competition.
    ``(2) The requirement to provide the information described in 
paragraph (1) shall be included in an agreement described in that 
paragraph.
    ``(3) The Federal Trade Commission, with the concurrence of the 
Assistant Attorney General, by rule in accordance with section 553 of 
title 5, United States Code, and consistent with the purposes of this 
section--
            ``(A) shall require that the information described in 
        paragraph (1) be in such form and contain such documentary 
        material and information relevant to a proposed 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); and
            ``(B) may--
                    ``(i) define the terms used in this subsection;
                    ``(ii) exempt, from the requirements of this 
                section, information not relevant in assessing the 
                competitive impact of the acquisition under paragraph 
                (1); and
                    ``(iii) prescribe such other rules as may be 
                necessary and appropriate to carry out the purposes of 
                this section.''.

SEC. 4. FEDERAL TRADE COMMISSION STUDY.

    Not later than 2 years after the date of enactment of this Act, the 
Federal Trade Commission, in consultation with the Securities and 
Exchange Commission, shall conduct and publish a study, using any 
compulsory process necessary, relying on public data and information if 
available and sufficient, and incorporating public comment on--
            (1) the extent to which an institutional investor or 
        related institutional investors have ownership or control 
        interests in competitors in moderately concentrated or 
        concentrated markets;
            (2) the economic impacts of such overlapping ownership or 
        control; and
            (3) the mechanisms by which an institutional investor could 
        affect competition among the companies in which it invests and 
        whether such mechanisms are prevalent.

SEC. 5. GAO STUDIES.

    (a) In General.--Not later than 1 year after the date of enactment 
of this Act, the Comptroller General of the United States shall--
            (1) conduct a study to assess the success of merger 
        remedies required by the Department of Justice or the Federal 
        Trade Commission in consent decrees entered into since 6 years 
        prior to the date of enactment of this Act, including the 
        impact on maintaining competition, a comparison of structural 
        and conduct remedies, and the viability of divested assets; and
            (2) conduct a study on the impact of mergers and 
        acquisitions on wages, employment, innovation, and new business 
        formation.
    (b) Update.--The Comptroller General of the United States shall--
            (1) update the study under paragraph (1) 3 years and 6 
        years after the date of enactment of this Act based on the 
        information provided under section 7A(l) of the Clayton Act, as 
        added by section 3 of this Act; and
            (2) identify specific remedies or alleged merger benefits 
        that require additional information or research.

SEC. 6. AUTHORIZATION OF APPROPRIATIONS.

    (a) In General.--There is authorized to be appropriated for fiscal 
year 2018--
            (1) $180,606,000 for the Antitrust Division of the 
        Department of Justice; and
            (2) $342,000,000 for the Federal Trade Commission.
                                 <all>