CLEAN Mergers Act
Sponsored By: Senator Booker, Cory A. [D-NJ]
Introduced
Summary
Creates a time‑limited, much tougher merger‑review regime for very large deals. This bill would force strict hold‑separate rules or divestitures for covered transactions and allow retrospective reviews of enforcement lapses by agencies and state attorneys general.
Show full summary
- Large companies and dealmakers would face the new test for any transaction worth at least $10 billion that closes during the covered period, January 20, 2025 to January 19, 2029. Deals completed after enactment would require independent hold‑separate management during review and deals completed before enactment would need full divestiture within 180 days.
- Federal agencies and state attorneys general would get broad powers. The Department of Justice, Federal Trade Commission, Federal Communications Commission, Department of Transportation, and Surface Transportation Board would administer the regime and state AGs would have an unconditional right to intervene. Agencies would also have a two‑year window after enactment to review prior transactions for misconduct or improper influence.
- Firms, executives, workers, and markets would face hard remedies. Courts would presumptively order structural relief like divestiture, dissolution, or rescission. Civil penalties can reach $100,000 per day and damages can be up to three times the commercial benefit from continued, knowing noncompliance. The bill also allows appointment of independent trustees, special counsel, and criminal referrals where warranted.
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Bill Overview
Analyzed Economic Effects
6 provisions identified: 0 benefits, 5 costs, 1 mixed.
Longer antitrust lawsuit window
If enacted, the bill would lengthen the civil statute of limitations under the Clayton Act from four years to ten years. That change would give plaintiffs and State attorneys more time to file antitrust claims covered by that provision.
New $10B merger review window
If enacted, the bill would create a four-year covered period from January 20, 2025, through January 19, 2029. Any deal worth $10 billion or more closed during that window would be a "threshold transaction" and face special review, preservation, and divestiture rules. The bill would also label other covered-period deals as "enforcement-lapse transactions" for retrospective review.
Stronger divestiture rules and fines
If enacted, starting 180 days after enactment, parties to threshold deals would face mandatory divestiture or strict hold-separate rules. Agencies could order divestiture with 30 days' written notice and require completion within 180 days. Courts could appoint trustees and fine parties up to the greater of $100,000 per day or 5% of the deal, fine CEOs/board members up to $100,000 per day, and award treble damages equal to three times the commercial benefit for knowing violations.
Two-year review and special counsel
If enacted, agencies or any State Attorney General could review enforcement-lapse transactions for two years after enactment to look for misconduct or improper influence. Grounds include possible bribery, conflicts of interest, false statements, improper communications, or foreign influence. If there is probable cause of crimes like bribery or false statements (18 U.S.C. 201, 208, 1001), the Attorney General would appoint a special counsel to investigate and possibly prosecute.
Court test to avoid divestiture
If enacted, acquiring and acquired parties could ask a court to exempt a threshold deal from divestiture by meeting several tests. Tests include post-deal HHI no more than 1,800, HHI increase no more than 100, or combined market share no more than 30 percent, plus proof that prices, output, employment, and prior compliance were materially consistent with representations. State attorneys general would have an unconditional right to intervene. Structural relief would be presumptive unless divestiture is impossible or inadequate.
New record-keeping and penalties
If enacted, parties to covered transactions and their advisers would have to preserve written and oral communications about the deal, including short-lived messages. They would have to preserve documents and electronically stored information under the Federal Rules. Failure to preserve could lead courts to allow adverse inferences, sanctions of counsel and executives, and criminal referrals under 18 U.S.C. 1512(c). State attorneys general could request preserved records.
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.
View on Congress.gov