I 
115TH CONGRESS 
1ST SESSION H. R. 4538 
To require the Attorney General and the Federal Trade Commission to 
conduct regular merger retrospective reviews of the economic effects 
of mergers to which section 7A of the Clayton Act applies. 
IN THE HOUSE OF REPRESENTATIVES 
DECEMBER 4, 2017 
Mr. ELLISON (for himself, Mr. KHANNA, Mr. CICILLINE, Mr. POCAN, Mr. 
NOLAN, Ms. JAYAPAL, and Mr. GRIJALVA) introduced the following bill; 
which was referred to the Committee on the Judiciary 
A BILL 
To require the Attorney General and the Federal Trade 
Commission to conduct regular merger retrospective re-
views of the economic effects of mergers to which section 
7A of the Clayton Act applies. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Merger Retrospective 
Act of 2017’’. 
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SEC. 2. REQUIRED REVIEWS OF THE ECONOMIC EFFECTS 
OF MERGERS. 
(a) REQUIRED REVIEWS.—The Attorney General and 
the Federal Trade Commission shall each conduct annu-
ally no fewer than 5 retrospective reviews of the economic 
effects of mergers to which section 7A of the Clayton Act 
(15 U.S.C. 18a) applies and which have been resolved by 
each agency. The decision of which mergers are evaluated 
will be made by the each agency in conjunction with the 
advice and agreement of the Chief Economist of the Gov-
ernment Accountability Office. That individual will report 
on the process and certify that the choices of mergers sat-
isfy the criteria of objectivity, importance, and comprehen-
siveness. 
(b) CONTENT OF REVIEWS.—The reviews conducted 
under subsection (a) shall assess the effects of each merg-
er on— 
(1) the price and quality of products and serv-
ices affected by the merger; 
(2) the effectiveness of any divestitures or 
merger conditions in preserving competition in the 
affected markets; 
(3) any facility closures or other reductions in 
actual or planned capacity, or in employment; 
(4) investment in research and development; 
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(5) average salary and employment benefits of 
the top 1 percent, the median, and the lowest 10 
percent of individuals employed by each party to the 
merger before the merger and by the entity resulting 
from the merger; and 
(6) contractual terms applicable before and 
after the merger to officers and employees of each 
party to the merger with respect to forced arbitra-
tion clauses, noncompete agreements, and class-ac-
tion lawsuit waivers. 
(c) TIME PERIOD FOR REVIEWS.—Each merger re-
view required by this Act shall be completed not later than 
3 years after the merger is consummated, or 3 years after 
the effective date of this Act, whichever is later. 
(d) PUBLICATION OF REVIEW RESULTS.—The Attor-
ney General and the Federal Trade Commission shall pub-
lish on their respective websites in a timely manner the 
results of the reviews conducted under subsection (a) to-
gether with as much nonconfidential data and information 
that allow the public to evaluate the reviews. The chief 
economist of the General Accountability Office shall attest 
to the quality and objectivity of the study. 
SEC. 3. POSTMERGER DATA. 
Section 7A of the Clayton Act (15 U.S.C. 18a) is 
amended by adding at the end the following: 
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‘‘(l)(1) Each person who enters into an agreement 
with the Federal Trade Commission or the United States 
to resolve a proceeding brought under the antitrust laws 
or under the Federal Trade Commission Act (15 U.S.C. 
41 et seq.) regarding an acquisition with respect to which 
notification is required under this section shall, upon re-
quest from the Federal Trade Commission or the Assist-
ant Attorney General, submit to the Federal Trade Com-
mission or the Assistant Attorney General, as applicable, 
information necessary to aid the requesting agency in its 
retrospective review of the economic effects of the trans-
action as required by the Merger Retrospective Act of 
2017. 
‘‘(2) The Federal Trade Commission, with the con-
currence of the Assistant Attorney General, by rule issued 
in accordance with section 553 of title 5, United States 
Code, and consistent with the purposes of this section shall 
require that the information described in paragraph (1) 
be in such form and contain such documentary material 
and information relevant to a completed acquisition as is 
necessary and appropriate to enable the Federal Trade 
Commission and the Assistant Attorney General to assess 
the competitive impact of the acquisition under paragraph 
(1).’’. 
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