[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 4412 Introduced in Senate (IS)]
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118th CONGRESS
2d Session
S. 4412
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.
_______________________________________________________________________
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.
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 ``Stopping Threats to Our Prices from
Bad Mergers Act'' or the ``STOP Bad Mergers Act''.
SEC. 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.
SEC. 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.).''.
SEC. 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.''.
SEC. 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).
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