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119-s-4434119th CongressWALLET

CLEAN Mergers Act

Sponsored By: Senator Booker, Cory A. [D-NJ]

Introduced

Summary

Mandatory divestiture for mega‑mergers is the central aim of this bill. It would add a new Section 7B to the Clayton Act to force or hold‑separate transactions worth at least $10 billion that close during a covered period from January 20, 2025 to January 19, 2029 and to expand post‑merger review of deals that slipped past enforcement.

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  • Companies and acquirers: Companies that close transactions worth at least $10 billion during the covered period would face mandatory full divestiture if the deal predates the bill or strict hold‑separate rules while agencies review the deal, unless a court exempts the deal by showing narrow market tests such as an HHI below 1,800.
  • State attorneys general and courts: State attorneys general can intervene unconditionally in enforcement‑lapse challenges, and courts can appoint divestiture trustees and impose heavy civil penalties such as $100,000 per day or 5% of a transaction's value for knowing violations.
  • Consumers, workers, and competition: Federal agencies would be able to reopen reviews of closed deals to probe price increases, output or employment reductions, misrepresentations, improper political interference, or foreign influence, and structural remedies like divestiture are the presumptive way to restore competition.

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Bill Overview

Analyzed Economic Effects

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

New rules for very large deals

This bill would target deals worth $10 billion or more that close between January 20, 2025 and January 19, 2029. Beginning 180 days after enactment, covered big deals that closed before enactment would need full divestiture, and deals that close after enactment would have to be kept fully separate while agencies review them. Courts would start from ordering structural fixes like divestiture or breakup unless a court found clear evidence those fixes were impossible. Companies could ask a court to exempt a deal only by meeting strict tests, including numeric market tests (post‑transaction HHI no higher than 1,800, an HHI increase of no more than 100, and market share at or below 30%) and showing no price, output, or employment harms.

Tighter review and penalties for deals

This bill would let federal agencies and any State attorney general review transactions closed during the covered period for review problems for up to two years after enactment. If an agency finds a reasonable basis for problems, it would have to issue written notice within 30 days and require divestiture to be finished within 180 days unless the parties sue for an exemption. The bill would lengthen one antitrust filing window from four to ten years, require companies and their advisers to preserve all deal communications (including ephemeral messages), and let courts impose adverse inferences, sanctions, trustees, and criminal referrals for failures to preserve or to comply. For knowing violations, courts could fine companies the greater of $100,000 per day or 5% of the deal value, fine CEOs and directors up to $100,000 per day, and award treble damages equal to three times the commercial benefit from noncompliance.

Sponsors & CoSponsors

Sponsor

Booker, Cory A. [D-NJ]

NJ • D

Cosponsors

  • Sen. Warren, Elizabeth [D-MA]

    MA • D

    Sponsored 4/29/2026

  • Sen. Heinrich, Martin [D-NM]

    NM • D

    Sponsored 4/29/2026

  • Sen. Murphy, Christopher [D-CT]

    CT • D

    Sponsored 4/29/2026

  • Sen. Hirono, Mazie K. [D-HI]

    HI • D

    Sponsored 4/29/2026

Roll Call Votes

No roll call votes available for this bill.

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