Merger Filing Fee Modernization Act of 2022

To promote antitrust enforcement and protect competition through adjusting premerger filing fees, and increasing antitrust enforcement resources. 1. Short title This Act may be cited as the Merger Filing Fee Modernization Act of 2022 2. Premerger notification filing fees Section 605 of Public Law 101–162 15 U.S.C. 18a (1) in subsection (b)— (A) in paragraph (1)— (i) by striking $45,000 $30,000 (ii) by striking $100,000,000 $161,500,000 (iii) by striking 2004 2022 (iv) by striking 2003 2021 (B) in paragraph (2)— (i) by striking $125,000 $100,000 (ii) by striking $100,000,000 $161,500,000 (iii) by striking but less but is less (iv) by striking and (C) in paragraph (3)— (i) by striking $280,000 $250,000 (ii) by striking the period at the end and inserting but is less than $1,000,000,000 (as so adjusted and published); (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) (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) (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) ; and (2) by adding at the end the following: (c) (1) For each fiscal year commencing after September 30, 2022, the filing fees in this section shall be increased each year 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, 2021. (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. (5) For each fiscal year commencing after September 30, 2022, through September 30, 2027, the Federal Trade Commission and Department of Justice shall include in its joint annual report pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ( 15 U.S.C. 18(a) (A) the increase in funds made available to the Federal Trade Commission and the Department of Justice, respectively, through the adjustment in premerger notification filing fees in 15 U.S.C. 18(a) (B) the total revenue derived from premerger notification filing fees, by tier, and how such revenue is used by the Federal Trade Commission and the Department of Justice, respectively; and (C) the gross cost of operations of the Federal Trade Commission and the Department of Justice, respectively, associated with activities related to the use of revenue derived from premerger notification filing fees. (6) The Federal Trade Commission shall report, in addition to the requirements listed in paragraph (5), a listing of all cases where the Federal Trade Commission took or declined to take action on a 3 to 2 vote and what percentage of actions of the Federal Trade Commission were decided on a 3 to 2 vote. (7) The Federal Trade Commission and the Department of Justice shall make the joint annual report pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ( 15 U.S.C. 18(a) (8) None of the funds collected by the Federal Trade Commission from premerger notification filing fees under 15 U.S.C. 18(a) . 3. Authorization of appropriations There is authorized to be appropriated for fiscal year 2022— (1) $252,000,000 for the Antitrust Division of the Department of Justice; and (2) $418,000,000 for the Federal Trade Commission. Amend the title so as to read: A bill to protect competition and promote antitrust enforcement by adjusting premerger filing fees to increase antitrust enforcement resources. September 26, 2022 Reported from the Committee on the Judiciary September 26, 2022 Committee on Energy and Commerce

Summary: Merger Filing Fee Modernization Act of 2022 This bill modifies and expands the schedule for graduated merger filing fees and requires that such fees be adjusted each year based on the Consumer Price Index. It also (1) requires parties to disclose in their premerger notification filings any subsidy received from a foreign entity of concern, (2) modifies the venue rules for multi-district antitrust litigation, and (3) establishes various reporting requirements.