II 

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 postmerger 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. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Stopping Threats to 

5 Our Prices from Bad Mergers Act’’ or the ‘‘STOP Bad 

6 Mergers Act’’. 


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1 SEC. 2. MONITORING OF CONSUMMATED MERGERS. 

2 (a) DEFINITIONS.—In this section: 

3 (1) ANTITRUST LAWS.—The term ‘‘antitrust 

4 laws’’ means the Sherman Act (15 U.S.C. 1 et seq.), 

5 the Clayton Act (15 U.S.C. 12 et seq.), including the 

6 amendments made by this Act, and the Federal 

7 Trade Commission Act (15 U.S.C. 41 et seq.). 

8 (2) COVERED MERGER.—The term ‘‘covered 

9 merger’’ means a merger— 

10 (A) that is subject to premerger notifica11 tion and waiting period requirements under sec12 tion 7A of the Clayton Act (15 U.S.C. 18a); 

13 and 

14 (B) with respect to which the Federal 

15 Trade Commission or the Assistant Attorney 

16 General in charge of the Antitrust Division of 

17 the Department of Justice has initiated an in18 vestigation. 

19 (3) PERSON.—The term ‘‘person’’ has the 

20 meaning given that term in section 8 of the Sher21 man Act (15 U.S.C. 7). 

22 (b) MONITORING.—The Federal Trade Commission 

23 and the Assistant Attorney General in charge of the Anti24 trust Division of the Department of Justice shall regularly 

25 monitor and evaluate each covered merger following the 


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1 consummation of the covered merger to determine wheth2 er— 

3 (1) the covered merger has substantially less4 ened competition or has tended to create a monopoly 

5 or has reduced worker bargaining power; or 

6 (2) the acquiring person or merged person has 

7 otherwise violated antitrust laws. 

8 (c) EVIDENCE.—Evidence of a violation described in 

9 subsection (b) may include the use by the acquiring person 

10 or merged person of market power that was achieved or 

11 acquired as a result of the covered merger or an increased 

12 ability of the acquiring person or merged person to coordi13 nate among rivals— 

14 (1) to charge higher prices for the goods or 

15 services of the acquiring person or merged person; 

16 (2) to reduce the quality of the products of the 

17 acquiring person or merged person; and 

18 (3) to degrade working conditions, including 

19 by— 

20 (A) reducing wages; 

21 (B) closing facilities; 

22 (C) eliminating jobs of individuals who are 

23 covered by a collective bargaining agreement; 


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1 (D) moving domestic jobs to a foreign 

2 country with lower standards for working condi3 tions; or 

4 (E) engaging in any action that would be 

5 an unfair labor practice under section 8(a) of 

6 the National Labor Relations Act (29 U.S.C. 

7 158(a)). 

8 (d) FURTHER EVALUATION.—If the Federal Trade 

9 Commission and the Assistant Attorney General in charge 

10 of the Antitrust Division of the Department of Justice 

11 have reason to believe that a covered merger has substan12 tially lessened competition, has tended to create a monop13 oly, or that a person has engaged in a violation of antitrust 

14 laws under subsection (b), the Federal Trade Commission 

15 or the Assistant Attorney General shall require the rel16 evant person to submit additional documents and informa17 tion, as determined by the Federal Trade Commission and 

18 the Assistant Attorney General, to evaluate whether the 

19 person violated the antitrust laws. 

20 SEC. 3. AMENDMENTS TO THE PRE-MERGER NOTIFICATION 

21 AND WAITING PERIOD. 

22 Section 7A of the Clayton Act (15 U.S.C. 18a) is 

23 amended— 

24 (1) in subsection (d)— 


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1 (A) in paragraph (1), by striking ‘‘; and’’ 

2 and inserting ‘‘, including the Sherman Act (15 

3 U.S.C. 1 et seq.), the Clayton Act (15 U.S.C. 

4 12 et seq.), and the Federal Trade Commission 

5 Act (15 U.S.C. 41 et seq.), and include, at a 

6 minimum:’’; and 

7 (B) by inserting after paragraph (1) the 

8 following: 

9 ‘‘(A) The number and percentage of em10 ployees of the acquiring person and acquired 

11 person that are subject to a collective bar12 gaining agreement and, as applicable, the con13 tact information for any affected labor organi14 zation, as defined in section 2 of the National 

15 Labor Relations Act (29 U.S.C. 152). 

16 ‘‘(B) All agreements to remain neutral 

17 during an organizing campaign by the employ18 ees of the acquiring person or acquired person 

19 for representation by a labor organization. 

20 ‘‘(C) All studies, surveys, analyses, and re21 ports that were prepared by or for any officer 

22 or director of the person (or any individual ex23 ercising similar functions) for the purpose of 

24 evaluating or analyzing the transaction with re25 spect to the effects on labor markets or the emVerDate Sep 11 2014 19:14 Jul 11, 2024 Jkt 049200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6201 E:\BILLS\S4412.IS S4412

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1 ployees of the acquiring person or acquired per2 son. 

3 ‘‘(D) Information sufficient to allow the 

4 evaluation of potential labor market effects aris5 ing from the transaction, including— 

6 ‘‘(i) the 5 largest categories of em7 ployees, in which both the acquiring person 

8 and the acquired person employ workers, 

9 as identified by the relevant 6-digit code 

10 under the Bureau of Labor Statistics 

11 Standard Occupational Classification Sys12 tem; 

13 ‘‘(ii) the total number of employees 

14 for each code identified in clause (i); 

15 ‘‘(iii) the commuting zones, as deter16 mined by the Economic Research Service 

17 of the Department of Agriculture, from 

18 which the employees identified under 

19 clause (ii) commute; and 

20 ‘‘(iv) any penalties or findings that 

21 were issued against either the acquiring 

22 person or the acquired person by the Ad23 ministrator of the Wage and Hour Division 

24 of the Department of Labor, the National 

25 Labor Relations Board, or the Assistant 


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1 Secretary of Labor for Occupational Safety 

2 and Health during the 5-year period pre3 ceding the notification; and’’; and 

4 (2) in subsection (e)— 

5 (A) in paragraph (1)— 

6 (i) by redesignating subparagraph (B) 

7 as subparagraph (C); and 

8 (ii) by inserting after subparagraph 

9 (A) the following: 

10 ‘‘(B) The Federal Trade Commission or the As11 sistant Attorney General shall, prior to the expira12 tion of the 30-day waiting period (or in the case of 

13 a cash tender offer, the 15-day waiting period) speci14 fied in subsection (b)(1) of this section, require the 

15 submission of additional information or documentary 

16 material relevant to the proposed acquisition, from a 

17 person required to file notification with respect to 

18 such acquisition under subsection (a) of this section 

19 prior to the expiration of the waiting period specified 

20 in subsection (b)(1) of this section, or from any offi21 cer, director, partner, agent, or employee of such 

22 person if the Federal Trade Commission or Assist23 ant Attorney General has reason to believe that the 

24 transaction may result in harm to competition in 

25 labor markets, including— 


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1 ‘‘(i) any reduction in employment resulting 

2 from the merging of overlapping employment 

3 classifications; 

4 ‘‘(ii) any reduction in worker bargaining 

5 power, including potential elimination of jobs 

6 subject to a collective bargaining agreement; 

7 and 

8 ‘‘(iii) any offshoring of jobs currently lo9 cated in the United States.’’; and 

10 (B) by adding at the end the following: 

11 ‘‘(3) The Federal Trade Commission or the As12 sistant Attorney General shall extend the 30-day 

13 waiting period (or in the case of a cash tender offer, 

14 the 15-day waiting period) specified in subsection 

15 (b)(1) of this section for an additional period of 60 

16 days if an affected labor organization submits docu17 ments or information under subsection (l) that could 

18 reasonably raise questions as to whether the trans19 action may— 

20 ‘‘(A) materially harm the interests of the 

21 employees represented by the labor organiza22 tion; or 

23 ‘‘(B) violate the antitrust laws, including 

24 the Sherman Act (15 U.S.C. 1 et seq.), the 

25 Clayton Act (15 U.S.C. 12 et seq.), and the 


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1 Federal Trade Commission Act (15 U.S.C. 41 

2 et seq.).’’. 

3 SEC. 4. NOTICE AND RIGHTS OF AFFECTED LABOR ORGANI4 ZATIONS. 

5 Section 7A of the Clayton Act (15 U.S.C. 18a) is 

6 amended, by adding at the end the following: 

7 ‘‘(l) TRANSACTIONS INVOLVING AN ENTITY SUBJECT

8 TO A COLLECTIVE BARGAINING AGREEMENT.— 

9 ‘‘(1) IN GENERAL.—If a person required to file 

10 a premerger notification under subsection (a) is sub11 ject to a collective bargaining agreement, the af12 fected labor organization, as defined in section 2 of 

13 the National Labor Relations Act (29 U.S.C. 152), 

14 shall have the right to submit to the Federal Trade 

15 Commission and the Assistant Attorney General any 

16 documents and information relevant to an evaluation 

17 of the proposed transaction. 

18 ‘‘(2) NOTICE REQUIRED.—Upon the receipt of 

19 a premerger notification under subsection (a) with 

20 information provided pursuant to subsection (d)(1), 

21 the Federal Trade Commission and the Assistant 

22 Attorney General shall notify— 

23 ‘‘(A) the affected labor organization named 

24 under subsection (d)of the right under para25 graph (1) of this subsection; and 


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1 ‘‘(B) the State attorney general of any 

2 State that the Federal Trade Commission or 

3 the Assistant Attorney General has reason to 

4 believe would be affected by the transaction. 

5 ‘‘(3) SUBMISSION OF DOCUMENTS AND INFOR6 MATION.—If a labor organization elects to submit 

7 documents and information under paragraph (1) to 

8 the Federal Trade Commission and the Assistant 

9 Attorney General, the labor organization must sub10 mit the documents and information not later than 

11 20 days after the date of receipt of a notice under 

12 paragraph (2). 

13 ‘‘(4) RECEIPT OF DOCUMENTS AND INFORMA14 TION.— 

15 ‘‘(A) REQUEST FOR ADDITIONAL INFORMA16 TION.—After receiving, with respect to a trans17 action, a submission of documents and informa18 tion from an affected labor organization under 

19 paragraph (1), the Federal Trade Commission 

20 and the Assistant Attorney General may re21 quest from any person required to file a notifi22 cation with respect to the transaction under 

23 subsection (a) additional information, pursuant 

24 to subsection (e). 

25 ‘‘(B) WRITTEN RESPONSE.— 


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1 ‘‘(i) IN GENERAL.—The Federal 

2 Trade Commission and the Assistant At3 torney General shall provide to an affected 

4 labor organization a written response that 

5 meaningfully addresses the points raised 

6 by the affected labor organization in its 

7 submission under paragraph (1). 

8 ‘‘(ii) WAIVER OF WRITTEN RE9 SPONSE.—An affected labor organization 

10 described in clause (i) may agree to a dif11 ferent resolution in lieu of a written re12 sponse.’’. 

13 SEC. 5. STUDIES REQUIRED. 

14 (a) STUDY ON THE EFFECT OF MERGERS ON THE

15 MANUFACTURING INDUSTRY.—The Comptroller General 

16 of the United States, in consultation with the Federal 

17 Trade Commission Bureau of Economics Merger Retro18 spective program, shall conduct a retrospective analysis of 

19 the effect of consolidation on the manufacturing industry 

20 in the United States between 1975 and 2025, including— 

21 (1) the amount of consolidation in the manufac22 turing industry of the United States; 

23 (2) the effect of consolidation on the unionized 

24 workforce of the manufacturing industry; 


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1 (3) the effect of consolidation on prices for 

2 goods manufactured in the United States; 

3 (4) the effect of consolidation on product vari4 ety, quality, innovation, consumer welfare, and firm 

5 efficiency for goods manufactured in the United 

6 States; 

7 (5) the extent to which consolidation has led to 

8 offshoring of manufacturing jobs previously located 

9 in the United States; and 

10 (6) the effect of consolidation on the manufac11 turing labor force, including on wages and the abil12 ity of the labor force to bargain for wages and bene13 fits. 

14 (b) STUDY ON WORKER BARGAINING POWER IN

15 LABOR MARKETS.—Not later than 2 years after the date 

16 of enactment of this Act, the Comptroller General of the 

17 United States shall conduct and publish a study incor18 porating public comment on the economic and social effect 

19 of rising concentration in labor markets, including the im20 pact of reduced worker bargaining power on the wages and 

21 benefits, mobility, and income equality of workers, includ22 ing employees and independent contractors. 


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1 (c) AUTHORIZATION OF APPROPRIATIONS.—There is 

2 authorized to be appropriated $5,000,000 to carry out the 

3 studies under subsections (a) and (b). 

Æ 


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