PRIA Logo™
119-s-4185119th CongressWALLET

Stop Subsidizing Giant Mergers Act

Sponsored By: Senator Whitehouse, Sheldon [D-RI]

Introduced

Summary

Ends tax-free treatment for certain very large corporate mergers and acquisitions. This bill would block tax-favored reorganizations and curb tax-free transfers where the combined average annual gross receipts of the parties exceed $500 million, with narrow exceptions for control and small corporations.

Show full summary
  • Large companies and dealmakers: Would lose tax-free reorganization status for mergers, consolidations, acquisitions, or transfers when the combined average annual gross receipts exceed $500 million, subject to exceptions for pre-existing control or small corporations and aggregation rules.
  • Corporate transferors: Would bar Section 351 nonrecognition when two or more corporate transferors together exceed the $500 million receipts test, unless they control the transferee or meet the small-corporation receipts test.
  • Regulators and timing: The Treasury Secretary could write anti-abuse rules and the $500 million threshold would be inflation-adjusted after 2026; the changes would apply to transfers after enactment.

Personalized for You

How does this bill affect your finances?

Personalize government policy and PRIA will tell you what this bill means for your household, plus every other piece of legislation we track. PRIA reads each provision against your financial profile to show you exactly what matters to your wallet.

Free to download

Bill Overview

Analyzed Economic Effects

2 provisions identified: 0 benefits, 2 costs, 0 mixed.

Limits on tax-free mergers for large companies

This bill would stop tax-favored reorganization treatment for many mergers, consolidations, and acquisitions when the buyer and target together had average annual gross receipts over $500 million for the prior three years. The rule would not apply if one company controlled the other immediately before (and, if both continue, after) the deal, if a third company controlled both before (and, if applicable, after) the deal, or if either company meets the section 448(c)(1) gross receipts test for the taxable year of completion. The $500 million amount would be indexed for taxable years beginning after 2026 by the cost-of-living adjustment, substituting calendar year 2025 for 2016, and rounded to the nearest $1,000,000. The Secretary could issue regulations to prevent avoidance. The rule would apply to transactions completed after enactment of this Act.

Limits on tax-free transfers by large companies

This bill would prevent tax-free treatment under section 351 for transfers of property by two or more corporate transferors when their combined average annual gross receipts for the prior three years exceed $500 million. The rule would not apply if the transferors controlled the transferee immediately before the transfer, if another corporation controlled all transferors and the transferee immediately before the transfer, or if all transferors meet the section 448(c)(1) gross receipts test for the taxable year of the transfer. The $500 million amount would be indexed for taxable years beginning after 2026 by the cost-of-living adjustment, substituting calendar year 2025 for 2016, and rounded to the nearest $1,000,000. The Secretary could issue regulations to prevent avoidance. The rule would apply to transfers after enactment of this Act.

Sponsors & CoSponsors

Sponsor

Whitehouse, Sheldon [D-RI]

RI • D

Cosponsors

  • Sen. Hawley, Josh [R-MO]

    MO • R

    Sponsored 3/25/2026

Roll Call Votes

No roll call votes available for this bill.

View on Congress.gov
Back to Legislation