STOP Bad Mergers Act

Bill: 118-s-4412
Sponsor: full_name: Sen. Baldwin, Tammy [D-WI]
Introduced: 2024-05-23
Policy area: Commerce
Latest action: action_date: 2024-05-23
text: Read twice and referred to the Committee on the Judiciary.

Summaries:

tv_txt: II 118th CONGRESS 2d Session S. 4412 IN THE SENATE OF THE UNITED STATES May 23, 2024 Ms. Baldwin introduced the following bill; which was read twice and referred to the Committee on the Judiciary A BILL To require pre-merger notification to identify entities subject to a collective bargaining agreement and affected labor organizations, to require post-merger monitoring for anticompetitive effects and antitrust violations, and for other purposes.

1. Short title This Act may be cited as the Stopping Threats to Our Prices from Bad Mergers Act or the STOP Bad Mergers Act . 2. Monitoring of consummated mergers (a) Definitions In this section: (1) Antitrust laws The term antitrust laws means the Sherman Act ( 15 U.S.C. 1 et seq. ), the Clayton Act ( 15 U.S.C. 12 et seq. ), including the amendments made by this Act, and the Federal Trade Commission Act ( 15 U.S.C. 41 et seq. ). (2) Covered merger The term covered merger means a merger— (A) that is subject to premerger notification and waiting period requirements under section 7A of the Clayton Act ( 15 U.S.C. 18a ); and (B) with respect to which the Federal Trade Commission or the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice has initiated an investigation. (3) Person The term person has the meaning given that term in section 8 of the Sherman Act ( 15 U.S.C. 7 ). (b) Monitoring The Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice shall regularly monitor and evaluate each covered merger following the consummation of the covered merger to determine whether— (1) the covered merger has substantially lessened competition or has tended to create a monopoly or has reduced worker bargaining power; or (2) the acquiring person or merged person has otherwise violated antitrust laws. (c) Evidence Evidence of a violation described in subsection (b) may include the use by the acquiring person or merged person of market power that was achieved or acquired as a result of the covered merger or an increased ability of the acquiring person or merged person to coordinate among rivals— (1) to charge higher prices for the goods or services of the acquiring person or merged person; (2) to reduce the quality of the products of the acquiring person or merged person; and (3) to degrade working conditions, including by— (A) reducing wages; (B) closing facilities; (C) eliminating jobs of individuals who are covered by a collective bargaining agreement; (D) moving domestic jobs to a foreign country with lower standards for working conditions; or (E) engaging in any action that would be an unfair labor practice under section 8(a) of the National Labor Relations Act ( 29 U.S.C. 158(a) ). (d) Further evaluation If the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice have reason to believe that a covered merger has substantially lessened competition, has tended to create a monopoly, or that a person has engaged in a violation of antitrust laws under subsection (b), the Federal Trade Commission or the Assistant Attorney General shall require the relevant person to submit additional documents and information, as determined by the Federal Trade Commission and the Assistant Attorney General, to evaluate whether the person violated the antitrust laws. 3. Amendments to the pre-merger notification and waiting period Section 7A of the Clayton Act ( 15 U.S.C. 18a ) is amended— (1) in subsection (d)— (A) in paragraph (1), by striking ; and and inserting , including the Sherman Act ( 15 U.S.C. 1 et seq. ), the Clayton Act ( 15 U.S.C. 12 et seq. ), and the Federal Trade Commission Act ( 15 U.S.C. 41 et seq. ), and include, at a minimum: ; and (B) by inserting after paragraph (1) the following: (A) The number and percentage of employees of the acquiring person and acquired person that are subject to a collective bargaining agreement and, as applicable, the contact information for any affected labor organization, as defined in section 2 of the National Labor Relations Act ( 29 U.S.C. 152 ). (B) All agreements to remain neutral during an organizing campaign by the employees of the acquiring person or acquired person for representation by a labor organization. (C) All studies, surveys, analyses, and reports that were prepared by or for any officer or director of the person (or any individual exercising similar functions) for the purpose of evaluating or analyzing the transaction with respect to the effects on labor markets or the employees of the acquiring person or acquired person. (D) Information sufficient to allow the evaluation of potential labor market effects arising from the transaction, including— (i) the 5 largest categories of employees, in which both the acquiring person and the acquired person employ workers, as identified by the relevant 6-digit code under the Bureau of Labor Statistics Standard Occupational Classification System; (ii) the total number of employees for each code identified in clause (i); (iii) the commuting zones, as determined by the Economic Research Service of the Department of Agriculture, from which the employees identified under clause (ii) commute; and (iv) any penalties or findings that were issued against either the acquiring person or the acquired person by the Administrator of the Wage and Hour Division of the Department of Labor, the National Labor Relations Board, or the Assistant Secretary of Labor for Occupational Safety and Health during the 5-year period preceding the notification; and ; and (2) in subsection (e)— (A) in paragraph (1)— (i) by redesignating subparagraph (B) as subparagraph (C); and (ii) by inserting after subparagraph (A) the following: (B) The Federal Trade Commission or the Assistant Attorney General shall, prior to the expiration of the 30-day waiting period (or in the case of a cash tender offer, the 15-day waiting period) specified in subsection (b)(1) of this section, require the submission of additional information or documentary material relevant to the proposed acquisition, from a person required to file notification with respect to such acquisition under subsection (a) of this section prior to the expiration of the waiting period specified in subsection (b)(1) of this section, or from any officer, director, partner, agent, or employee of such person if the Federal Trade Commission or Assistant Attorney General has reason to believe that the transaction may result in harm to competition in labor markets, including— (i) any reduction in employment resulting from the merging of overlapping employment classifications; (ii) any reduction in worker bargaining power, including potential elimination of jobs subject to a collective bargaining agreement; and (iii) any offshoring of jobs currently located in the United States. ; and (B) by adding at the end the following: (3) The Federal Trade Commission or the Assistant Attorney General shall extend the 30-day waiting period (or in the case of a cash tender offer, the 15-day waiting period) specified in subsection (b)(1) of this section for an additional period of 60 days if an affected labor organization submits documents or information under subsection (l) that could reasonably raise questions as to whether the transaction may— (A) materially harm the interests of the employees represented by the labor organization; or (B) violate the antitrust laws, including the Sherman Act ( 15 U.S.C. 1 et seq. ), the Clayton Act ( 15 U.S.C. 12 et seq. ), and the Federal Trade Commission Act ( 15 U.S.C. 41 et seq. ). . 4. Notice and rights of affected labor organizations Section 7A of the Clayton Act ( 15 U.S.C. 18a ) is amended, by adding at the end the following: (l) Transactions involving an entity subject to a collective bargaining agreement (1) In general If a person required to file a premerger notification under subsection (a) is subject to a collective bargaining agreement, the affected labor organization, as defined in section 2 of the National Labor Relations Act ( 29 U.S.C. 152 ), shall have the right to submit to the Federal Trade Commission and the Assistant Attorney General any documents and information relevant to an evaluation of the proposed transaction. (2) Notice required Upon the receipt of a premerger notification under subsection (a) with information provided pursuant to subsection (d)(1), the Federal Trade Commission and the Assistant Attorney General shall notify— (A) the affected labor organization named under subsection (d)of the right under paragraph (1) of this subsection; and (B) the State attorney general of any State that the Federal Trade Commission or the Assistant Attorney General has reason to believe would be affected by the transaction. (3) Submission of documents and information If a labor organization elects to submit documents and information under paragraph (1) to the Federal Trade Commission and the Assistant Attorney General, the labor organization must submit the documents and information not later than 20 days after the date of receipt of a notice under paragraph (2). (4) Receipt of documents and information (A) Request for additional information After receiving, with respect to a transaction, a submission of documents and information from an affected labor organization under paragraph (1), the Federal Trade Commission and the Assistant Attorney General may request from any person required to file a notification with respect to the transaction under subsection (a) additional information, pursuant to subsection (e). (B) Written response (i) In general The Federal Trade Commission and the Assistant Attorney General shall provide to an affected labor organization a written response that meaningfully addresses the points raised by the affected labor organization in its submission under paragraph (1). (ii) Waiver of written response An affected labor organization described in clause (i) may agree to a different resolution in lieu of a written response. . 5. Studies required (a) Study on the effect of mergers on the manufacturing industry The Comptroller General of the United States, in consultation with the Federal Trade Commission Bureau of Economics Merger Retrospective program, shall conduct a retrospective analysis of the effect of consolidation on the manufacturing industry in the United States between 1975 and 2025, including— (1) the amount of consolidation in the manufacturing industry of the United States; (2) the effect of consolidation on the unionized workforce of the manufacturing industry; (3) the effect of consolidation on prices for goods manufactured in the United States; (4) the effect of consolidation on product variety, quality, innovation, consumer welfare, and firm efficiency for goods manufactured in the United States; (5) the extent to which consolidation has led to offshoring of manufacturing jobs previously located in the United States; and (6) the effect of consolidation on the manufacturing labor force, including on wages and the ability of the labor force to bargain for wages and benefits. (b) Study on worker bargaining power in labor markets Not later than 2 years after the date of enactment of this Act, the Comptroller General of the United States shall conduct and publish a study incorporating public comment on the economic and social effect of rising concentration in labor markets, including the impact of reduced worker bargaining power on the wages and benefits, mobility, and income equality of workers, including employees and independent contractors. (c) Authorization of appropriations There is authorized to be appropriated $5,000,000 to carry out the studies under subsections (a) and (b).