Merger Filing Fee Modernization Act of 2021
{{Short description|Proposed bill in the United States Congress}}
{{Use American English|date=June 2025}}
{{Update|reason=the article is not clear about the direct fate of the bill, and speaks about the bill in the present tense|date=December 2024}}
{{Infobox United States federal proposed legislation
| name = Merger Filing Fee Modernization Act of 2021
| fullname = A bill to promote antitrust enforcement and protect competition through adjusting premerger filing fees, and increasing antitrust enforcement resources.
| introduced in the = 117th
| number of co-sponsors = 2 (Senate)
| public law url =
| introducedin = Senate
| leghisturl = https://www.congress.gov/bill/117th-congress/senate-bill/228/actions
| introducedbill = [https://www.congress.gov/bill/117th-congress/senate-bill/228 S. 228]
| introduceddate = February 4, 2021
| introducedby = Amy Klobuchar (D–MN)
| committees = United States Senate Committee on the Judiciary
| enacted by =
}}
The Merger Filing Fee Modernization Act of 2021 (MFFMA) is a proposed antitrust bill in the United States Congress. The legislation was introduced in the Senate by Amy Klobuchar (D-MN) and Chuck Grassley (R-IA) as S. 228 on February 4, 2021.{{Cite web |date=2021-05-13 |title=S.228 - 117th Congress (2021-2022): Merger Filing Fee Modernization Act of 2021 |url=https://www.congress.gov/bill/117th-congress/senate-bill/228 |access-date=2022-03-03 |website=www.congress.gov}}{{Cite web |title=Klobuchar, Grassley Bill to Provide Antitrust Enforcers Additional Resources Passes Senate |url=https://www.klobuchar.senate.gov/public/index.cfm/2021/6/klobuchar-grassley-bill-to-provide-antitrust-enforcers-additional-resources-passes-senate |access-date=2022-03-03 |website=U.S. Senator Amy Klobuchar |language=en}} Companion legislation was introduced in the House of Representatives by Joe Neguse (D-CO) and Victoria Spartz (R-IN) as H.R. 3843 on June 11, 2021.{{Cite web |date=2021-06-24 |title=H.R.3843 - 117th Congress (2021-2022): Merger Filing Fee Modernization Act of 2021 |url=https://www.congress.gov/bill/117th-congress/house-bill/3843 |access-date=2022-03-03 |website=www.congress.gov}}{{Cite news |last=Zakrzewski |first=Cat |date=June 11, 2021 |title=Bipartisan proposals in House would mean major changes for the way tech giants operate |language=en-US |newspaper=Washington Post |url=https://www.washingtonpost.com/technology/2021/06/11/antitrust-legislation-curbs-silicon-valley/ |access-date=2022-03-03 |issn=0190-8286}}
The legislation increases filing fees for the largest mergers and acquisitions. In doing so, the legislation intends to increase the amount of available resources for the Federal Trade Commission (FTC) and Department of Justice's (DOJ) antitrust probes.{{Cite web |last=Cole |first=Christopher |date=May 13, 2021 |title=Senate Panel Clears Bill Hiking Megamerger Filing Fees - Law360 |url=https://www.law360.com/articles/1384529/senate-panel-clears-bill-hiking-megamerger-filing-fees |access-date=2022-03-03 |website=www.law360.com |language=en |quote="The Senate Judiciary Committee on Thursday easily advanced Sen. Amy Klobuchar's bill to raise government filing fees on the largest mergers and acquisitions in order to better fund enforcement agencies' antitrust probes."}} The original Senate and House versions of the bill have passed the Senate Judiciary Committee and House Judiciary Committee, respectively.
On September 29, 2022, the House voted to pass a legislative package led by the MFFMA in a 242—184 vote. The package also includes the State Antitrust Enforcement Venue Act and the Foreign Merger Subsidy Disclosure Act.{{Cite web |last=Feiner |first=Lauren |title=House passes antitrust bill that hikes M&A fees as larger efforts targeting tech have stalled |url=https://www.cnbc.com/2022/09/29/house-passes-antitrust-bill-raising-ma-fees.html |access-date=2022-12-07 |website=CNBC |date=29 September 2022 |language=en}} A version of the legislation was included in the Consolidated Appropriations Act, 2023.{{Cite web |last=Gold |first=Ashley |date=2022-12-20 |title=Tech legislation's 2022 scorecard |url=https://www.axios.com/2022/12/20/tech-legislations-2022-scorecard |access-date=2022-12-21 |website=Axios |language=en}}
History
The legislation proposes the first increase to pre-merger filing fees in the United States since 2001.{{Cite web |title=Senate Panel Clears Bill Hiking Megamerger Filing Fees - Law360 |url=https://www.law360.com/articles/1384529/senate-panel-clears-bill-hiking-megamerger-filing-fees |access-date=2022-03-03 |website=www.law360.com |language=en}} Members of the FTC have argued that currently filing fees and agency funding have not kept pace with inflation and increase in merger activity.{{Cite web |last=Koenig |first=Bryan |date=January 24, 2022 |title=FTC Still Needs More Money For Merger Reviews, Dems Say - Law360 |url=https://www.law360.com/articles/1458136/ftc-still-needs-more-money-for-merger-reviews-dems-say |access-date=2022-03-03 |website=www.law360.com |language=en |quote="Democrats on the Federal Trade Commission used the annual increase in merger reporting thresholds Monday as an opportunity to renew their call for higher filing fees, more Congressional appropriations and other, more fundamental changes to the U.S. transaction review system. Accompanying the 4-0 vote to increase the dollar-value threshold requiring transaction notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 from $92 million to $101 million, Commissioner Rebecca Kelly Slaughter was joined by Chair Lina M. Khan in a statement arguing that filing fees and agency funding haven't kept pace with inflation or a "historic merger wave," straining the resources of the commission and the U.S. Department of Justice Antitrust Division."}}
Provisions
Under the provisions of the original MFFMA, merger fees for:
- Deals between $500 million and $1 billion, which currently range from $125,000 and $280,000, would be changed to $250,000
- Deals between $1 billion and $2 billion would be raised from $280,000 to $400,000
- Deals worth over $5 billion would see an increase from $280,000 to $2.25 million
At the same time, the legislation reduces filing fees for mergers under $500 million from $125,000 to $100,000.
Voting history
On May 13, 2021, the Senate Judiciary Committee voted to advance the legislation to a full vote in the Senate by voice vote.{{Cite news |date=2021-05-13 |title=Bipartisan U.S. bill to raise merger fees for big deals passes Senate panel |language=en |work=Reuters |url=https://www.reuters.com/business/legal/bipartisan-us-bill-raise-merger-fees-big-deals-passes-senate-panel-2021-05-13/ |access-date=2022-03-03}} On June 23, the House Judiciary Committee in favor of advancing H.R. 3843 to the House floor by a 29—12 margin.{{Cite news |date=2021-06-23 |title=U.S. House panel votes to increase fees for biggest mergers, budgets for antitrust enforcers |language=en |work=Reuters |url=https://www.reuters.com/article/us-tech-antitrust-congress-fees-idUSKCN2DZ28J |access-date=2022-03-03}}