[Congressional Record Volume 168, Number 199 (Wednesday, December 21, 2022)]
[Senate]
[Pages S10006-S10007]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]

       SA 6597. Ms. KLOBUCHAR (for herself and Mr. Lee) submitted an 
     amendment intended to be proposed to amendment SA 6552 proposed by Mr. 
     Leahy to the bill H.R. 2617, to amend section 1115 of title 31, United 
     States Code, to amend the description of how performance goals are 
     achieved, and for other purposes; which was ordered to lie on the 
     table; as follows:
     
            Strike division GG and insert the following:
     
                   DIVISION GG--MERGER FILING FEE MODERNIZATION
     
          SEC. 101. SHORT TITLE.
     
            This division may be cited as the ``Merger Filing Fee 
          Modernization Act of 2022''.
     
       TITLE I--MODERNIZING MERGER FILING FEE COLLECTIONS; ACCOUNTABILITY 
                       REQUIREMENTS; LIMITATION ON FUNDING
     
          SEC. 101. MODIFICATION OF 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 ``2023''; and
            (iv) by striking ``2003'' and inserting ``2022'';
            (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, 2023, the filing fees in this section shall be increased 
          by an amount equal to the percentage increase, if any, in the 
          Consumer Price Index, as determined by the Department of 
          Labor or its successor, for the year then ended over the 
          level so established for the year ending September 30, 2022.
            ``(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 paragraph (1).
            ``(3) The Federal Trade Commission shall not adjust amounts 
          required by paragraph (1) 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. 102. REPORTING REQUIREMENTS FOR MERGER FEE COLLECTIONS.
     
            (a) FTC and DOJ Joint Report.--For each of fiscal years 
          2023 through 2027, the Federal Trade Commission and 
          Department of Justice shall jointly and annually report to 
          the Congress on the operation of section 7A of the Clayton 
          Act (15 U.S.C. 18a) and shall include in such report the 
          following:
            (1) The amount of funds made available to the Federal Trade 
          Commission and the Department of Justice, respectively, from 
          the premerger notification filing fees under this section, as 
          adjusted by the Merger Filing Fee Modernization Act of 2022, 
          as compared to the funds made available to the Federal Trade 
          Commission and the Department of
     
     [[Page S10007]]
     
          Justice, respectively, from premerger notification filing 
          fees as the fees were determined in fiscal year 2022.
            (2) The total revenue derived from premerger notification 
          filing fees, by tier, by the Federal Trade Commission and the 
          Department of Justice, respectively.
            (3) The gross cost of operations of the Federal Trade 
          Commission, by Budget Activity, and the Antitrust Division of 
          the Department of Justice, respectively.
            (b) FTC Report.--The Federal Trade Commission shall include 
          in the report required under subsection (a), in addition to 
          the requirements under subsection (a), for the previous 
          fiscal year--
            (1) for actions with respect to which the record of the 
          vote of each member of the Federal Trade Commission is on the 
          public record of the Federal Trade Commission, a list of each 
          action with respect to which the Federal Trade Commission 
          took or declined to take action on a 3 to 2 vote; and
            (2) for all actions for which the Federal Trade Commission 
          took a vote, the percentage of such actions that were decided 
          on a 3 to 2 vote.
            (c) Summary.--The Federal Trade Commission and the 
          Department of Justice shall make the report required under 
          subsection (a) available to the Committees on the Judiciary 
          of the House of Representatives and of the Senate, and shall, 
          for fiscal years 2023 through 2027, no later than July 1, 
          present a summary of the joint annual report for the 
          preceding fiscal year, including the information required in 
          subsections (a) and (b) of this section, to the Committees on 
          the Judiciary of the House of Representatives and of the 
          Senate.
     
             TITLE II--DISCLOSURE OF SUBSIDIES BY FOREIGN ADVERSARIES
     
          SEC. 201. FINDINGS AND PURPOSE.
     
            (a) Findings.--Congress finds the following:
            (1) Foreign subsidies, which can take the form of direct 
          subsidies, grants, loans (including below-market loans), loan 
          guarantees, tax concessions, preferential government 
          procurement policies, or government ownership or control, can 
          distort the competitive process by enabling the subsidized 
          firm to submit a bid higher than other firms in the market, 
          or otherwise change the incentives of the firm in ways that 
          undermine competition following an acquisition.
            (2) Foreign subsidies are particularly problematic when 
          granted by countries or entities that constitute a strategic 
          or economic threat to United States interests.
            (3) The Made in China 2025 plan, states that the Chinese 
          Communist Party will ``support enterprises to carry out 
          mergers and acquisitions (M&A), equity investment, and 
          venture capital overseas''.
            (4) The 2020 report to Congress from the bipartisan U.S.-
          China Economic and Security Review Commission concluded that 
          the Chinese Government subsidizes companies with a goal of 
          their expanding into the United States and other countries, 
          finding that ``[t]his process assists Chinese national 
          champions in surpassing and supplanting global market 
          leaders''. The report warns that the risk is particularly 
          acute when it comes to emerging technologies, where China 
          seeks to ``surpass and displace the United States altogether 
          [and that] [f]ailure to appreciate the gravity of this 
          challenge and defend U.S. competitiveness would be dire . . . 
          [and] risks setting back U.S. economic and technological 
          progress for decades''.
            (5) In remarks before the Hudson Institute on December 8, 
          2020, FTC Commissioner Noah Phillips stated, ``[O]ne area 
          where antitrust needs to reckon with the strategic interests 
          of other nations is when we scrutinize mergers or conduct 
          involving state-owned entities . . . companies that are 
          controlled, to varying degrees, by the state . . . [and] 
          often are a government tool for implementing industrial 
          policies or to protect national security''.
            (b) Purpose.--The purpose of this section is to require 
          parties providing pre-merger notifications to include in the 
          notification required under section 7A of the Clayton Act (15 
          U.S.C. 18a) information concerning subsidies they receive 
          from countries or entities that are strategic or economic 
          threats to the United States.
     
          SEC. 202. MERGERS INVOLVING FOREIGN GOVERNMENT SUBSIDIES.
     
            (a) Definition.--In this section, the term ``foreign entity 
          of concern'' has the meaning given the term in section 40207 
          of the Infrastructure Investment and Jobs Act (42 U.S.C. 
          18741(a)).
            (b) Accounting for Foreign Government Subsidies.--A person 
          required to file a notification under section 7A of the 
          Clayton Act (15 U.S.C. 18a) that received a subsidy from a 
          foreign entity of concern shall include in such notification 
          content regarding such subsidy.
            (c) Authority of Antitrust Regulators.--The Federal Trade 
          Commission, with the concurrence of the Assistant Attorney 
          General in charge of the Antitrust Division of the Department 
          of Justice, and in consultation with the Chairperson of the 
          Committee on Foreign Investment in the United States, the 
          Secretary of Commerce, the Chair of the United States 
          International Trade Commission, the United States Trade 
          Representative, and the heads of other appropriate agencies, 
          and by rule in accordance with section 553 of title 5, United 
          States Code, shall require that the notification required 
          under subsection (b) 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 
          in charge of the Antitrust Division of the Department of 
          Justice to determine whether such acquisition may, if 
          consummated, violate the antitrust laws.
            (d) Effective Date.--Subsection (b) shall take effect on 
          the date on which the rule described in subsection (c) takes 
          effect.
     
                 TITLE III--VENUE FOR STATE ANTITRUST ENFORCEMENT
     
          SEC. 301. VENUE FOR STATE ANTITRUST ENFORCEMENT.
     
            Section 1407 of title 28, United States Code, is amended--
            (1) in subsection (g) by inserting ``or a State'' after 
          ``United States'' and striking ``; but shall not include 
          section 4A of the Act of October 15, 1914, as added July 7, 
          1955 (69 Stat. 282; 15 U.S.C. 15a)''; and
            (2) by striking subsection (h).
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