,,ii #aagth ,,congress #b;d ,session ,h4 ,r4 #chdc ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,october #aa1 #bjbb,received ,,an ,,act ,to protect competition and promote antitrust enforcement by adjusting premerger filing fees to increase antitrust enforcement resources4 #a4 ,short title2 table of contents 7a7 ,short title ,this ,act may be cited as the ,merger ,filing ,fee ,modernization ,act of #bjbb4 7b7 ,table of contents ,the table of contents of this ,act is as follows3 ,sec4 #a4 ,short title2 table of contents4,title ,i--,modernizing ,merger ,filing ,fee ,collections2 ,accountability ,requirements2 ,limitation on ,funding,sec4 #aja4 ,modification of premerger notification filing fees4,sec4 #ajb4 ,reporting requirements for merger fee collections4,title ,,ii--,disclosure of ,subsidies by ,foreign ,adversaries,sec4 #bja4 ,findings and purpose4,sec4 #bjb4 ,mergers involving foreign government subsidies4,title ,,iii--,venue for ,state ,antitrust ,enforcement,sec4 #cja4 ,venue for ,state ,antitrust ,enforcement4 ,i ,modernizing ,merger ,filing ,fee ,collections2 ,accountability ,requirements2 ,limitation on ,funding #aja4 ,modification of premerger notification filing fees ,section #fje of ,public ,law #aja-afb 7#ae ,u4,s4,c4 #ah;a note7 is amended-- 7#a7 in subsection 7b7-- 7,a7 in paragraph 7#a7-- 7i7 by striking #de1jjj and inserting #cj1jjj2 7ii7 by striking #ajj1jjj1jjj and inserting #afa1ejj1jjj2 7iii7 by striking #bjjd and inserting #bjbc2 and 7iv7 by striking #bjjc and inserting #bjbb2 7,b7 in paragraph 7#b7-- 7i7 by striking #abe1jjj and inserting #ajj1jjj2 7ii7 by striking #ajj1jjj1jjj and inserting #afa1ejj1jjj2 7iii7 by striking but less and inserting but is less2 and 7iv7 by striking and at the end2 7,c7 in paragraph 7#c7-- 7i7 by striking #bhj1jjj and inserting #bej1jjj2 and 7ii7 by striking the period at the end and inserting but is less than #a1jjj1jjj1jjj 7as so adjusted and published722 and 7,d7 by adding at the end the following3 7#d7 #djj1jjj if the aggregate total amount determined under section #g;,a7a77#b7 of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7a77#b77 is not less than #a1jjj1jjj1jjj 7as so adjusted and published7 but is less than #b1jjj1jjj1jjj 7as so adjusted and published72 7#e7 #hjj1jjj if the aggregate total amount determined under section #g;,a7a77#b7 of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7a77#b77 is not less than #b1jjj1jjj1jjj 7as so adjusted and published7 but is less than #e1jjj1jjj1jjj 7as so adjusted and published72 and 7#f7 #b1bej1jjj if the aggregate total amount determined under section #g;,a7a77#b7 of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7a77#b77 is not less than #e1jjj1jjj1jjj 7as so adjusted and published74 2 and 7#b7 by adding at the end the following3 7c7 7#a7 ,for each fiscal year commencing after ,september #cj1 #bjbc1 the filing fees in this section shall be increased by an amount equal to the percentage increase1 if any1 in the ,consumer ,price ,index1 as determined by the ,department of ,labor or its successor1 for the year then ended over the level so established for the year ending ,september #cj1 #bjbb4 7#b7 ,as soon as practicable1 but not later than ,january #ca of each year1 the ,federal ,trade ,commission shall publish the adjusted amounts required by paragraph 7#a74 7#c7 ,the ,federal ,trade ,commission shall not adjust amounts required by paragraph 7#a7 if the percentage increase described in paragraph 7#a7 is less than #a percent4 7#d7 ,an amount adjusted under this section shall be rounded to the nearest multiple of #e1jjj4 4 #ajb4 ,reporting requirements for merger fee collections 7a7 ,,ftc and ,,doj joint report ,for each of fiscal years #bjbc through #bjbg1 the ,federal ,trade ,commission and ,department of ,justice shall jointly and annually report to the ,congress on the operation of section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 and shall include in such report the following3 7#a7 ,the amount of funds made available to the ,federal ,trade ,commission and the ,department of ,justice1 respectively1 from the premerger notification filing fees under this section1 as adjusted by the ,merger ,filing ,fee ,modernization ,act of #bjbb1 as compared to the funds made available to the ,federal ,trade ,commission and the ,department of ,justice1 respectively1 from premerger notification filing fees as the fees were determined in fiscal year #bjbb4 7#b7 ,the total revenue derived from premerger notification filing fees1 by tier1 by the ,federal ,trade ,commission and the ,department of ,justice1 respectively4 7#c7 ,the gross cost of operations of the ,federal ,trade ,commission1 by ,budget ,activity1 and the ,antitrust ,division of the ,department of ,justice1 respectively4 7b7 ,,ftc report ,the ,federal ,trade ,commission shall include in the report required under subsection 7a71 in addition to the requirements under subsection 7a71 for the previous fiscal year-- 7#a7 for actions with respect to which the record of the vote of each member of the ,federal ,trade ,commission is on the public record of the ,federal ,trade ,commission1 a list of each action with respect to which the ,federal ,trade ,commission took or declined to take action on a #c to #b vote2 and 7#b7 for all actions for which the ,federal ,trade ,commission took a vote1 the percentage of such actions that were decided on a #c to #b vote4 7c7 ,summary ,the ,federal ,trade ,commission and the ,department of ,justice shall make the report required under subsection 7a7 available to the ,committees on the ,judiciary of the ,house of ,representatives and of the ,senate1 and shall1 for fiscal years #bjbc through #bjbg1 no later than ,july #a1 present a summary of the joint annual report for the preceding fiscal year1 including the information required in subsections 7a7 and 7b7 of this section1 to the ,committees on the ,judiciary of the ,house of ,representatives and of the ,senate4 ,,ii ,disclosure of ,subsidies by ,foreign ,adversaries #bja4 ,findings and purpose 7a7 ,findings ,congress finds the following3 7#a7 ,foreign subsidies1 which can take the form of direct subsidies1 grants1 loans 7including below-market loans71 loan guarantees1 tax concessions1 preferential government procurement policies1 or government ownership or control1 can distort the competitive process by enabling the subsidized firm to submit a bid higher than other firms in the market1 or otherwise change the incentives of the firm in ways that undermine competition following an acquisition4 7#b7 ,foreign subsidies are particularly problematic when granted by countries or entities that constitute a strategic or economic threat to ,united ,states interests4 7#c7 ,the ,made in ,china #bjbe plan1 states that the ,chinese ,communist ,party will support enterprises to carry out mergers and acquisitions 7,m,a71 equity investment1 and venture capital overseas4 7#d7 ,the #bjbj report to ,congress from the bipartisan ,u4,s4-,china ,economic and ,security ,review ,commission concluded that the ,chinese ,government subsidizes companies with a goal of their expanding into the ,united ,states and other countries1 finding that this process assists ,chinese national champions in surpassing and supplanting global market leaders4 ,the report warns that the risk is particularly acute when it comes to emerging technologies1 where ,china seeks to surpass and displace the ,united ,states altogether and that failure to appreciate the gravity of this challenge and defend ,u4,s4 competitiveness would be dire 4 4 4 and risks setting back ,u4,s4 economic and technological progress for decades4 7#e7 ,in remarks before the ,hudson ,institute on ,december #h1 #bjbj1 ,,ftc ,commissioner ,noah ,phillips stated1 ,one area where antitrust needs to reckon with the strategic interests of other nations is when we scrutinize mergers or conduct involving state-owned entities 4 4 4 companies that are controlled1 to varying degrees1 by the state 4 4 4 and often are a government tool for implementing industrial policies or to protect national security4 7b7 ,purpose ,the purpose of this section is to require parties providing pre-merger notifications to include in the notification required under section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 information concerning subsidies they receive from countries or entities that are strategic or economic threats to the ,united ,states4 #bjb4 ,mergers involving foreign government subsidies 7a7 ,definition ,in this section1 the term foreign entity of concern has the meaning given the term in section #djbjg of the ,infrastructure ,investment and ,jobs ,act 7#db ,u4,s4,c4 #ahgda7;a774 7b7 ,accounting for foreign government subsidies ,a person required to file a notification under section #g;,a of the ,clayton ,act 7#ae ,u4,s4,c4 #ah;a7 that received a subsidy from a foreign entity of concern shall include in such notification content regarding such subsidy4 7c7 ,authority of antitrust regulators ,the ,federal ,trade ,commission1 with the concurrence of the ,assistant ,attorney ,general in charge of the ,antitrust ,division of the ,department of ,justice1 and in consultation with the ,chairperson of the ,committee on ,foreign ,investment in the ,united ,states1 the ,secretary of ,commerce1 the ,chair of the ,united ,states ,international ,trade ,commission1 the ,united ,states ,trade ,representative1 and the heads of other appropriate agencies1 and by rule in accordance with section #eec of title #e1 ,united ,states ,code1 shall require that the notification required under subsection 7b7 be in such form and contain such documentary material and information relevant to a proposed acquisition as is necessary and appropriate to enable the ,federal ,trade ,commission and the ,assistant ,attorney ,general in charge of the ,antitrust ,division of the ,department of ,justice to determine whether such acquisition may1 if consummated1 violate the antitrust laws4 7d7 ,effective date ,subsection 7b7 shall take effect on the date on which the rule described in subsection 7c7 takes effect4 ,,iii ,venue for ,state ,antitrust ,enforcement #cja4 ,venue for ,state ,antitrust ,enforcement ,section #adjg of title #bh1 ,united ,states ,code1 is amended-- 7#a7 in subsection 7g7 by inserting or a ,state after ,united ,states and striking 2 but shall not include section #d;,a of the ,act of ,october #ae1 #aiad1 as added ,july #g1 #aiee 7#fi ,stat4 #bhb2 #ae ,u4,s4,c4 #ae;a72 and 7#b7 by striking subsection 7h74 ,passed the ,house of ,representatives ,september #bi1 #bjbb4;,cheryl ,l4 ,johnson1,clerk4