[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 4412 Introduced in Senate (IS)]

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118th CONGRESS
  2d Session
                                S. 4412

 To require pre-merger notification to identify entities subject to a 
 collective bargaining agreement and affected labor organizations, to 
    require post-merger monitoring for anticompetitive effects and 
             antitrust violations, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                              May 23, 2024

  Ms. Baldwin introduced the following bill; which was read twice and 
               referred to the Committee on the Judiciary

_______________________________________________________________________

                                 A BILL


 
 To require pre-merger notification to identify entities subject to a 
 collective bargaining agreement and affected labor organizations, to 
    require post-merger monitoring for anticompetitive effects and 
             antitrust violations, and for other purposes.

    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 ``Stopping Threats to Our Prices from 
Bad Mergers Act'' or the ``STOP Bad Mergers Act''.

SEC. 2. MONITORING OF CONSUMMATED MERGERS.

    (a) Definitions.--In this section:
            (1) Antitrust laws.--The term ``antitrust laws'' means the 
        Sherman Act (15 U.S.C. 1 et seq.), the Clayton Act (15 U.S.C. 
        12 et seq.), including the amendments made by this Act, and the 
        Federal Trade Commission Act (15 U.S.C. 41 et seq.).
            (2) Covered merger.--The term ``covered merger'' means a 
        merger--
                    (A) that is subject to premerger notification and 
                waiting period requirements under section 7A of the 
                Clayton Act (15 U.S.C. 18a); and
                    (B) with respect to which the Federal Trade 
                Commission or the Assistant Attorney General in charge 
                of the Antitrust Division of the Department of Justice 
                has initiated an investigation.
            (3) Person.--The term ``person'' has the meaning given that 
        term in section 8 of the Sherman Act (15 U.S.C. 7).
    (b) Monitoring.--The Federal Trade Commission and the Assistant 
Attorney General in charge of the Antitrust Division of the Department 
of Justice shall regularly monitor and evaluate each covered merger 
following the consummation of the covered merger to determine whether--
            (1) the covered merger has substantially lessened 
        competition or has tended to create a monopoly or has reduced 
        worker bargaining power; or
            (2) the acquiring person or merged person has otherwise 
        violated antitrust laws.
    (c) Evidence.--Evidence of a violation described in subsection (b) 
may include the use by the acquiring person or merged person of market 
power that was achieved or acquired as a result of the covered merger 
or an increased ability of the acquiring person or merged person to 
coordinate among rivals--
            (1) to charge higher prices for the goods or services of 
        the acquiring person or merged person;
            (2) to reduce the quality of the products of the acquiring 
        person or merged person; and
            (3) to degrade working conditions, including by--
                    (A) reducing wages;
                    (B) closing facilities;
                    (C) eliminating jobs of individuals who are covered 
                by a collective bargaining agreement;
                    (D) moving domestic jobs to a foreign country with 
                lower standards for working conditions; or
                    (E) engaging in any action that would be an unfair 
                labor practice under section 8(a) of the National Labor 
                Relations Act (29 U.S.C. 158(a)).
    (d) Further Evaluation.--If the Federal Trade Commission and the 
Assistant Attorney General in charge of the Antitrust Division of the 
Department of Justice have reason to believe that a covered merger has 
substantially lessened competition, has tended to create a monopoly, or 
that a person has engaged in a violation of antitrust laws under 
subsection (b), the Federal Trade Commission or the Assistant Attorney 
General shall require the relevant person to submit additional 
documents and information, as determined by the Federal Trade 
Commission and the Assistant Attorney General, to evaluate whether the 
person violated the antitrust laws.

SEC. 3. AMENDMENTS TO THE PRE-MERGER NOTIFICATION AND WAITING PERIOD.

    Section 7A of the Clayton Act (15 U.S.C. 18a) is amended--
            (1) in subsection (d)--
                    (A) in paragraph (1), by striking ``; and'' and 
                inserting ``, including the Sherman Act (15 U.S.C. 1 et 
                seq.), the Clayton Act (15 U.S.C. 12 et seq.), and the 
                Federal Trade Commission Act (15 U.S.C. 41 et seq.), 
                and include, at a minimum:''; and
                    (B) by inserting after paragraph (1) the following:
                    ``(A) The number and percentage of employees of the 
                acquiring person and acquired person that are subject 
                to a collective bargaining agreement and, as 
                applicable, the contact information for any affected 
                labor organization, as defined in section 2 of the 
                National Labor Relations Act (29 U.S.C. 152).
                    ``(B) All agreements to remain neutral during an 
                organizing campaign by the employees of the acquiring 
                person or acquired person for representation by a labor 
                organization.
                    ``(C) All studies, surveys, analyses, and reports 
                that were prepared by or for any officer or director of 
                the person (or any individual exercising similar 
                functions) for the purpose of evaluating or analyzing 
                the transaction with respect to the effects on labor 
                markets or the employees of the acquiring person or 
                acquired person.
                    ``(D) Information sufficient to allow the 
                evaluation of potential labor market effects arising 
                from the transaction, including--
                            ``(i) the 5 largest categories of 
                        employees, in which both the acquiring person 
                        and the acquired person employ workers, as 
                        identified by the relevant 6-digit code under 
                        the Bureau of Labor Statistics Standard 
                        Occupational Classification System;
                            ``(ii) the total number of employees for 
                        each code identified in clause (i);
                            ``(iii) the commuting zones, as determined 
                        by the Economic Research Service of the 
                        Department of Agriculture, from which the 
                        employees identified under clause (ii) commute; 
                        and
                            ``(iv) any penalties or findings that were 
                        issued against either the acquiring person or 
                        the acquired person by the Administrator of the 
                        Wage and Hour Division of the Department of 
                        Labor, the National Labor Relations Board, or 
                        the Assistant Secretary of Labor for 
                        Occupational Safety and Health during the 5-
                        year period preceding the notification; and''; 
                        and
            (2) in subsection (e)--
                    (A) in paragraph (1)--
                            (i) by redesignating subparagraph (B) as 
                        subparagraph (C); and
                            (ii) by inserting after subparagraph (A) 
                        the following:
            ``(B) The Federal Trade Commission or the Assistant 
        Attorney General shall, prior to the expiration of the 30-day 
        waiting period (or in the case of a cash tender offer, the 15-
        day waiting period) specified in subsection (b)(1) of this 
        section, require the submission of additional information or 
        documentary material relevant to the proposed acquisition, from 
        a person required to file notification with respect to such 
        acquisition under subsection (a) of this section prior to the 
        expiration of the waiting period specified in subsection (b)(1) 
        of this section, or from any officer, director, partner, agent, 
        or employee of such person if the Federal Trade Commission or 
        Assistant Attorney General has reason to believe that the 
        transaction may result in harm to competition in labor markets, 
        including--
                    ``(i) any reduction in employment resulting from 
                the merging of overlapping employment classifications;
                    ``(ii) any reduction in worker bargaining power, 
                including potential elimination of jobs subject to a 
                collective bargaining agreement; and
                    ``(iii) any offshoring of jobs currently located in 
                the United States.''; and
                    (B) by adding at the end the following:
            ``(3) The Federal Trade Commission or the Assistant 
        Attorney General shall extend the 30-day waiting period (or in 
        the case of a cash tender offer, the 15-day waiting period) 
        specified in subsection (b)(1) of this section for an 
        additional period of 60 days if an affected labor organization 
        submits documents or information under subsection (l) that 
        could reasonably raise questions as to whether the transaction 
        may--
                    ``(A) materially harm the interests of the 
                employees represented by the labor organization; or
                    ``(B) violate the antitrust laws, including the 
                Sherman Act (15 U.S.C. 1 et seq.), the Clayton Act (15 
                U.S.C. 12 et seq.), and the Federal Trade Commission 
                Act (15 U.S.C. 41 et seq.).''.

SEC. 4. NOTICE AND RIGHTS OF AFFECTED LABOR ORGANIZATIONS.

    Section 7A of the Clayton Act (15 U.S.C. 18a) is amended, by adding 
at the end the following:
    ``(l) Transactions Involving an Entity Subject to a Collective 
Bargaining Agreement.--
            ``(1) In general.--If a person required to file a premerger 
        notification under subsection (a) is subject to a collective 
        bargaining agreement, the affected labor organization, as 
        defined in section 2 of the National Labor Relations Act (29 
        U.S.C. 152), shall have the right to submit to the Federal 
        Trade Commission and the Assistant Attorney General any 
        documents and information relevant to an evaluation of the 
        proposed transaction.
            ``(2) Notice required.--Upon the receipt of a premerger 
        notification under subsection (a) with information provided 
        pursuant to subsection (d)(1), the Federal Trade Commission and 
        the Assistant Attorney General shall notify--
                    ``(A) the affected labor organization named under 
                subsection (d)of the right under paragraph (1) of this 
                subsection; and
                    ``(B) the State attorney general of any State that 
                the Federal Trade Commission or the Assistant Attorney 
                General has reason to believe would be affected by the 
                transaction.
            ``(3) Submission of documents and information.--If a labor 
        organization elects to submit documents and information under 
        paragraph (1) to the Federal Trade Commission and the Assistant 
        Attorney General, the labor organization must submit the 
        documents and information not later than 20 days after the date 
        of receipt of a notice under paragraph (2).
            ``(4) Receipt of documents and information.--
                    ``(A) Request for additional information.--After 
                receiving, with respect to a transaction, a submission 
                of documents and information from an affected labor 
                organization under paragraph (1), the Federal Trade 
                Commission and the Assistant Attorney General may 
                request from any person required to file a notification 
                with respect to the transaction under subsection (a) 
                additional information, pursuant to subsection (e).
                    ``(B) Written response.--
                            ``(i) In general.--The Federal Trade 
                        Commission and the Assistant Attorney General 
                        shall provide to an affected labor organization 
                        a written response that meaningfully addresses 
                        the points raised by the affected labor 
                        organization in its submission under paragraph 
                        (1).
                            ``(ii) Waiver of written response.--An 
                        affected labor organization described in clause 
                        (i) may agree to a different resolution in lieu 
                        of a written response.''.

SEC. 5. STUDIES REQUIRED.

    (a) Study on the Effect of Mergers on the Manufacturing Industry.--
The Comptroller General of the United States, in consultation with the 
Federal Trade Commission Bureau of Economics Merger Retrospective 
program, shall conduct a retrospective analysis of the effect of 
consolidation on the manufacturing industry in the United States 
between 1975 and 2025, including--
            (1) the amount of consolidation in the manufacturing 
        industry of the United States;
            (2) the effect of consolidation on the unionized workforce 
        of the manufacturing industry;
            (3) the effect of consolidation on prices for goods 
        manufactured in the United States;
            (4) the effect of consolidation on product variety, 
        quality, innovation, consumer welfare, and firm efficiency for 
        goods manufactured in the United States;
            (5) the extent to which consolidation has led to offshoring 
        of manufacturing jobs previously located in the United States; 
        and
            (6) the effect of consolidation on the manufacturing labor 
        force, including on wages and the ability of the labor force to 
        bargain for wages and benefits.
    (b) Study on Worker Bargaining Power in Labor Markets.--Not later 
than 2 years after the date of enactment of this Act, the Comptroller 
General of the United States shall conduct and publish a study 
incorporating public comment on the economic and social effect of 
rising concentration in labor markets, including the impact of reduced 
worker bargaining power on the wages and benefits, mobility, and income 
equality of workers, including employees and independent contractors.
    (c) Authorization of Appropriations.--There is authorized to be 
appropriated $5,000,000 to carry out the studies under subsections (a) 
and (b).
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