Title: Merger Retrospective Act of 2017
Policy area: Commerce

Summary:
Merger Retrospective Act of 2017
This bill requires the Department of Justice and the Federal Trade Commission to each conduct annually at least five retrospective reviews of the economic effects of mergers to which premerger and notification requirements of the Clayton Act apply and that have been resolved by such agency.

[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4538 Introduced in House (IH)]

<DOC>






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 reviews of the economic effects of 
        mergers to which section 7A of the Clayton Act applies.

    Be it enacted by the Senate and House of Representatives 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''.

SEC. 2. REQUIRED REVIEWS OF THE ECONOMIC EFFECTS OF MERGERS.

    (a) Required Reviews.--The Attorney General and the Federal Trade 
Commission shall each conduct annually 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 Government Accountability Office. That 
individual will report on the process and certify that the choices of 
mergers satisfy the criteria of objectivity, importance, and 
comprehensiveness.
    (b) Content of Reviews.--The reviews conducted under subsection (a) 
shall assess the effects of each merger on--
            (1) the price and quality of products and services 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;
            (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 arbitration clauses, noncompete 
        agreements, and class-action lawsuit waivers.
    (c) Time Period for Reviews.--Each merger review 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 Attorney General and the 
Federal Trade Commission shall publish on their respective websites in 
a timely manner the results of the reviews conducted under subsection 
(a) together 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:
    ``(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 request from 
the Federal Trade Commission or the Assistant Attorney General, submit 
to the Federal Trade Commission or the Assistant Attorney General, as 
applicable, information necessary to aid the requesting agency in its 
retrospective review of the economic effects of the transaction as 
required by the Merger Retrospective Act of 2017.
    ``(2) The Federal Trade Commission, with the concurrence 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).''.

SEC. 4. EFFECTIVE DATE; APPLICATION OF ACT.

    (a) Effective Date.--This Act shall take effect 180 days after the 
date of the enactment of this Act.
    (b) Application of Act.--This Act shall apply with respect to--
            (1) mergers that occurred less than 2 years before the date 
        of the enactment of this Act; and
            (2) mergers that occur on or after the date of the 
        enactment of this Act.
    (c) Attorney General.--In order to promote transparency in merger 
enforcement, the Federal Trade Commission and the Attorney General 
shall publish no less frequently than every 2 years a report on the 
numbers of their investigations and enforcement actions with respect to 
horizontal mergers in the preceding 2 years. This report should provide 
summary data on investigations and actions by level of and change in 
concentration, number of remaining significant competitors, and ease of 
entry in the relevant markets.
    (d) Authorization Of Appropriations.--
            (1) In general.--To carry out the amendments made by this 
        Act, there is authorized to be appropriated $2,000,000 for each 
        of fiscal years 2018 through 2022.
            (2) Availability of funds.--Funds appropriated to carry out 
        such amendment shall remain available for a period of 2 fiscal 
        years.
                                 <all>