II 

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. 

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 ‘‘Merger Enforcement 

5 Improvement Act’’. 


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1 SEC. 2. PREMERGER NOTIFICATION FILING FEES. 

2 Section 605 of Public Law 101–162 (15 U.S.C. 18a 

3 note) is amended— 

4 (1) in subsection (b)— 

5 (A) in paragraph (1)— 

6 (i) by striking ‘‘$45,000’’ and insert7 ing ‘‘$30,000’’; 

8 (ii) by striking ‘‘$100,000,000’’ and 

9 inserting ‘‘$161,500,000’’; 

10 (iii) by striking ‘‘2004’’ and inserting 

11 ‘‘2018’’; and 

12 (iv) by striking ‘‘2003’’ and inserting 

13 ‘‘2017’’; 

14 (B) in paragraph (2)— 

15 (i) by striking ‘‘$125,000’’ and insert16 ing ‘‘$100,000’’; 

17 (ii) by striking ‘‘$100,000,000’’ and 

18 inserting ‘‘$161,500,000’’; 

19 (iii) by striking ‘‘but less’’ and insert20 ing ‘‘but is less’’; and 

21 (iv) by striking ‘‘and’’ at the end; 

22 (C) in paragraph (3)— 

23 (i) by striking ‘‘$280,000’’ and insert24 ing ‘‘$250,000’’; and 

25 (ii) by striking the period at the end 

26 and inserting ‘‘but is less than 


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1 $1,000,000,000 (as so adjusted and pub2 lished);’’; and 

3 (D) by adding at the end the following: 

4 ‘‘(4) $400,000 if the aggregate total amount 

5 determined under section 7A(a)(2) of the Clayton 

6 Act (15 U.S.C. 18a(a)(2)) is not less than 

7 $1,000,000,000 (as so adjusted and published) but 

8 is less than $2,000,000,000 (as so adjusted and 

9 published); 

10 ‘‘(5) $800,000 if the aggregate total amount 

11 determined under section 7A(a)(2) of the Clayton 

12 Act (15 U.S.C. 18a(a)(2)) is not less than 

13 $2,000,000,000 (as so adjusted and published) but 

14 is less than $5,000,000,000 (as so adjusted and 

15 published); and 

16 ‘‘(6) $2,250,000 if the aggregate total amount 

17 determined under section 7A(a)(2) of the Clayton 

18 Act (15 U.S.C. 18a(a)(2)) is not less than 

19 $5,000,000,000 (as so adjusted and published).’’; 

20 and 

21 (2) by adding at the end the following: 

22 ‘‘(c)(1) For each fiscal year commencing after Sep23 tember 30, 2018, the filing fees in this section shall be 

24 increased as of October 1 each year by an amount equal 

25 to the percentage increase, if any, in the Producer Price 


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1 Index, as determined by the Department of Commerce or 

2 its successor, for the year then ended over the level so 

3 established for the year ending September 30, 2017. 

4 ‘‘(2) As soon as practicable, but not later than Janu5 ary 31 of each year, the Federal Trade Commission shall 

6 publish the adjusted amounts required by this section. 

7 ‘‘(3) The Federal Trade Commission shall not adjust 

8 amounts required by this section if the percentage increase 

9 described in paragraph (1) is less than 1 percent. 

10 ‘‘(4) An amount adjusted under this section shall be 

11 rounded to the nearest multiple of $5,000.’’. 

12 SEC. 3. POST-SETTLEMENT DATA. 

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

14 amended by adding at the end the following: 

15 ‘‘(l)(1) Each person who enters into an agreement 

16 with the Federal Trade Commission or the United States 

17 to resolve a proceeding brought under the antitrust laws 

18 or under the Federal Trade Commission Act (15 U.S.C. 

19 41 et seq.) regarding an acquisition with respect to which 

20 notification is required under this section shall, on an an21 nual basis during the 5-year period beginning on the date 

22 on which the agreement is entered into, submit to the Fed23 eral Trade Commission or the Assistant Attorney General, 

24 as applicable, information sufficient for the Federal Trade 


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1 Commission or the United States, as applicable, to assess 

2 the competitive impact of the acquisition, including— 

3 ‘‘(A) the pricing, availability, and quality of any 

4 product or service, or inputs thereto, in any market, 

5 that was covered by the agreement; 

6 ‘‘(B) the source, and the resulting magnitude 

7 and extent, of any cost-saving efficiencies or any 

8 consumer benefits that were claimed as a benefit of 

9 the acquisition and the extent to which any cost sav10 ings were passed on to consumers; and 

11 ‘‘(C) the effectiveness of any divestitures or any 

12 conditions placed on the acquisition in preventing or 

13 mitigating harm to competition. 

14 ‘‘(2) The requirement to provide the information de15 scribed in paragraph (1) shall be included in an agreement 

16 described in that paragraph. 

17 ‘‘(3) The Federal Trade Commission, with the con18 currence of the Assistant Attorney General, by rule in ac19 cordance with section 553 of title 5, United States Code, 

20 and consistent with the purposes of this section— 

21 ‘‘(A) shall require that the information de22 scribed in paragraph (1) be in such form and con23 tain such documentary material and information rel24 evant to a proposed acquisition as is necessary and 

25 appropriate to enable the Federal Trade Commission 


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1 and the Assistant Attorney General to assess the 

2 competitive impact of the acquisition under para3 graph (1); and 

4 ‘‘(B) may— 

5 ‘‘(i) define the terms used in this sub6 section; 

7 ‘‘(ii) exempt, from the requirements of this 

8 section, information not relevant in assessing 

9 the competitive impact of the acquisition under 

10 paragraph (1); and 

11 ‘‘(iii) prescribe such other rules as may be 

12 necessary and appropriate to carry out the pur13 poses of this section.’’. 

14 SEC. 4. FEDERAL TRADE COMMISSION STUDY. 

15 Not later than 2 years after the date of enactment 

16 of this Act, the Federal Trade Commission, in consulta17 tion with the Securities and Exchange Commission, shall 

18 conduct and publish a study, using any compulsory proc19 ess necessary, relying on public data and information if 

20 available and sufficient, and incorporating public comment 

21 on— 

22 (1) the extent to which an institutional investor 

23 or related institutional investors have ownership or 

24 control interests in competitors in moderately con25 centrated or concentrated markets; 


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1 (2) the economic impacts of such overlapping 

2 ownership or control; and 

3 (3) the mechanisms by which an institutional 

4 investor could affect competition among the compa5 nies in which it invests and whether such mecha6 nisms are prevalent. 

7 SEC. 5. GAO STUDIES. 

8 (a) IN GENERAL.—Not later than 1 year after the 

9 date of enactment of this Act, the Comptroller General 

10 of the United States shall— 

11 (1) conduct a study to assess the success of 

12 merger remedies required by the Department of Jus13 tice or the Federal Trade Commission in consent de14 crees entered into since 6 years prior to the date of 

15 enactment of this Act, including the impact on main16 taining competition, a comparison of structural and 

17 conduct remedies, and the viability of divested as18 sets; and 

19 (2) conduct a study on the impact of mergers 

20 and acquisitions on wages, employment, innovation, 

21 and new business formation. 

22 (b) UPDATE.—The Comptroller General of the 

23 United States shall— 

24 (1) update the study under paragraph (1) 3 

25 years and 6 years after the date of enactment of this 


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1 Act based on the information provided under section 

2 7A(l) of the Clayton Act, as added by section 3 of 

3 this Act; and 

4 (2) identify specific remedies or alleged merger 

5 benefits that require additional information or re6 search. 

7 SEC. 6. AUTHORIZATION OF APPROPRIATIONS. 

8 (a) IN GENERAL.—There is authorized to be appro9 priated for fiscal year 2018— 

10 (1) $180,606,000 for the Antitrust Division of 

11 the Department of Justice; and 

12 (2) $342,000,000 for the Federal Trade Com13 mission. 

Æ 


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