II 
117TH CONGRESS 
2D SESSION 
H. R. 3843 
IN THE SENATE OF THE UNITED STATES 
OCTOBER 11, 2022 
Received 
AN ACT 
To protect competition and promote antitrust enforcement 
by adjusting premerger filing fees to increase antitrust 
enforcement resources. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Merger Filing Fee Modernization Act of 2022’’. 
(b) TABLE OF CONTENTS.—The table of contents of 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—MODERNIZING MERGER FILING FEE COLLECTIONS; 
ACCOUNTABILITY REQUIREMENTS; LIMITATION ON FUNDING 
Sec. 101. Modification of premerger notification filing fees. 
Sec. 102. Reporting requirements for merger fee collections. 
TITLE II—DISCLOSURE OF SUBSIDIES BY FOREIGN 
ADVERSARIES 
Sec. 201. Findings and purpose. 
Sec. 202. Mergers involving foreign government subsidies. 
TITLE III—VENUE FOR STATE ANTITRUST ENFORCEMENT 
Sec. 301. Venue for State Antitrust Enforcement. 
TITLE I—MODERNIZING MERG-
ER 
FILING 
FEE 
COLLEC-
TIONS; ACCOUNTABILITY RE-
QUIREMENTS; 
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 insert-
ing ‘‘$30,000’’; 
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(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 insert-
ing ‘‘$100,000’’; 
(ii) by striking ‘‘$100,000,000’’ and 
inserting ‘‘$161,500,000’’; 
(iii) by striking ‘‘but less’’ and insert-
ing ‘‘but is less’’; and 
(iv) by striking ‘‘and’’ at the end; 
(C) in paragraph (3)— 
(i) by striking ‘‘$280,000’’ and insert-
ing ‘‘$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 pub-
lished);’’; 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 
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$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 Sep-
tember 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 Janu-
ary 31 of each year, the Federal Trade Commission shall 
publish the adjusted amounts required by paragraph (1). 
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‘‘(3) The Federal Trade Commission shall not adjust 
amounts required by paragraph (1) if the percentage in-
crease 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 fis-
cal years 2023 through 2027, the Federal Trade Commis-
sion 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 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 
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Commission and the Department of Justice, respec-
tively. 
(3) The gross cost of operations of the Federal 
Trade Commission, by Budget Activity, and the 
Antitrust Division of the Department of Justice, re-
spectively. 
(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 de-
clined 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 ac-
tions 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 Sen-
ate, and shall, for fiscal years 2023 through 2027, no later 
than July 1, present a summary of the joint annual report 
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for the preceding fiscal year, including the information re-
quired in subsections (a) and (b) of this section, to the 
Committees on the Judiciary of the House of Representa-
tives and of the Senate. 
TITLE II—DISCLOSURE OF SUB-
SIDIES BY FOREIGN ADVER-
SARIES 
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 mar-
ket, or otherwise change the incentives of the firm 
in ways that undermine competition following an ac-
quisition. 
(2) Foreign subsidies are particularly problem-
atic when granted by countries or entities that con-
stitute a strategic or economic threat to United 
States interests. 
(3) The Made in China 2025 plan, states that 
the Chinese Communist Party will ‘‘support enter-
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prises to carry out mergers and acquisitions (M&A), 
equity investment, and venture capital overseas’’. 
(4) The 2020 report to Congress from the bi-
partisan 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 cham-
pions in surpassing and supplanting global market 
leaders’’. The report warns that the risk is particu-
larly acute when it comes to emerging technologies, 
where China seeks to ‘‘surpass and displace the 
United States altogether [and that] [f]ailure to ap-
preciate 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 Phil-
lips 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 con-
trolled, to varying degrees, by the state . . . [and] 
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often are a government tool for implementing indus-
trial policies or to protect national security’’. 
(b) PURPOSE.—The purpose of this section is to re-
quire parties providing pre-merger notifications to include 
in the notification required under section 7A of the Clay-
ton 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 sec-
tion 40207 of the Infrastructure Investment and Jobs Act 
(42 U.S.C. 18741(a)). 
(b) ACCOUNTING FOR FOREIGN GOVERNMENT SUB-
SIDIES.—A person required to file a notification under 
section 7A of the Clayton Act (15 U.S.C. 18a) that re-
ceived a subsidy from a foreign entity of concern shall in-
clude 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 Di-
vision of the Department of Justice, and in consultation 
with the Chairperson of the Committee on Foreign Invest-
ment in the United States, the Secretary of Commerce, 
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the Chair of the United States International Trade Com-
mission, the United States Trade Representative, and the 
heads of other appropriate agencies, and by rule in accord-
ance 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 ef-
fect 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 
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(2) by striking subsection (h). 
Passed the House of Representatives September 29, 
2022. 
Attest: 
CHERYL L. JOHNSON, 
Clerk. 
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