Federal Antitrust Package and Its Impact on Mergers & Acquisitions

By: Minh Luong and Neharika Salhotra

On September 29, 2022, the United States House of Representatives passed a three-bill package of bipartisan antitrust bills. The three components were the Merger Filing Fee Modernization Act, the Foreign Merger Subsidy Disclosure Act, and the State Antitrust Enforcement Venue Act.

Key Points from the Bill:

1. Increased HSR fees for large transactions;
2. Notification and accounting disclosure of subsidies from foreign entities;
3. Prevent transfer of litigation brought by state attorneys general.

The Merger Filing Fee Modernization Act

The Merger Filing Fee Modernization Act would raise filing fees for companies making Hart-Scott-Rodino Antitrust Improvement Act of 1976 (HSR) transaction filings, increase fees for all transactions valued at $1 billion or higher, and reduce filing fees for smaller transactions. According to the Congressional Budget Office, future legislation that further increases HSR filing fees is likely.

Foreign Merger Subsidy Disclosure Act

Located in Title II of the bill, the Foreign Merger Subsidy Disclosure Act seeks to regulate any mergers that involve foreign entity subsidies. The act will require any entity receiving a subsidy file a notification of the same including a detailed accounting of each subsidy. The goal is to ensure that it does not violate antitrust laws in the US.

State Antitrust Enforcement Venue Act

The final Act in this bill is the State Antitrust Enforcement Venue Act. This legislation would ensure that state attorneys general are able to remain in the court they select, rather than having their cases moved to a court preferred by the defendant. However, exceptions include states that file antitrust cases under federal antitrust laws.

This measure now heads to the Senate wherein the bill, in its entirety or partially, will be added to legislation subsequent to the upcoming midterm elections. The trusted attorneys at Chugh, LLP will continue to monitor the bill and provide updates once they become available.

Works Cited

Feiner, Lauren. “House Passes Antitrust Bill Raising Merger and Acquisition Fees.” CNBC, 29 Sept. 2022, www.cnbc.com/2022/09/29/house-passes-antitrust-bill-raising-ma-fees.html.

Feiner, Lauren. “‘Big Tech Never Loses a Legislative Fight – and They Just Did’ as New Bills Pass.” CNBC, 6 Oct. 2022, www.cnbc.com/2022/10/06/tech-critics-see-hope-for-new-antitrust-laws-after-win-in-the-house.html.

“Rep. Buck Introduces The State Antitrust Enforcement Venue Act | Congressman Ken Buck.” Congressman Ken Buck, 21 May 2021, buck.house.gov/media-center/press-releases/rep-buck-introduces-state-antitrust-enforcement-venue-act.

“H.R.3843 - Merger Filing Fee Modernization Act of 2022.” Congress.gov, www.congress.gov/bill/117th-congress/house-bill/3843/text. Accessed 7 Oct. 2022.