S. 228 – Merger Filing Fee Modernization Act of 2021

AI-Generated Summary

Updated February 7, 2026 at 10:18 PM UTC

The Merger Filing Fee Modernization Act of 2021 updates the pre‑merger filing fees that companies must pay to the FTC and DOJ, and provides additional funding for antitrust enforcement. It changes fee amounts for different transaction sizes, adds inflation‑based yearly adjustments, and earmarks money for the agencies. The changes affect businesses planning mergers and the federal antitrust agencies that review them.

Key Provisions

Revises the fee schedule, lowering the $45,000 fee to $30,000 for small deals and adding higher fees of $400,000, $800,000 and $2,250,000 for increasingly larger transactions.
Sets annual adjustments to all filing fees based on the Consumer Price Index after September 30 2022, rounding to the nearest $5,000 and only if the increase is at least 1%.
Requires the FTC to publish the new fee amounts each year by January 31.
Authorizes $252 million for the DOJ Antitrust Division and $418 million for the FTC for fiscal year 2022.

Legislative Activity

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2 earlier actions

SenateCommittee Latest Action

Committee on the Judiciary. Ordered to be reported without amendment favorably.

Judiciary Committee

May 13, 2021

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SenateIntro Referral

Introduced in Senate

February 4, 2021

SenateIntro Referral

Read twice and referred to the Committee on the Judiciary.

Judiciary Committee

February 4, 2021

SenateCommittee

Committee on the Judiciary. Ordered to be reported without amendment favorably.

Judiciary Committee

May 13, 2021

Bill Text

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Introduced in SenateIssued February 4, 2021

II

117th CONGRESS

1st Session

S. 228

IN THE SENATE OF THE UNITED STATES

February 4, 2021

Ms. Klobuchar (for herself and Mr. Grassley) introduced the following bill; which was read twice and referred to the Committee on the Judiciary

A BILL

To promote antitrust enforcement and protect competition through adjusting premerger filing fees, and increasing antitrust enforcement resources.

1.

Short title

This Act may be cited as the Merger Filing Fee Modernization Act of 2021.

2.

Premerger notification filing fees

Section 605 of Public Law 101–162 (15 U.S.C. 18a note) is amended—

(1)

in subsection (b)—

(A)

in paragraph (1)—

(i)

by striking $45,000 and inserting $30,000;

(ii)

by striking $100,000,000 and inserting $161,500,000;

(iii)

by striking 2004 and inserting 2022; and

(iv)

by striking 2003 and inserting 2021;

(B)

in paragraph (2)—

(i)

by striking $125,000 and inserting $100,000;

(ii)

by striking $100,000,000 and inserting $161,500,000;

(iii)

by striking but less and inserting but is less; and

(iv)

by striking and at the end;

(C)

in paragraph (3)—

(i)

by striking $280,000 and inserting $250,000; and

(ii)

by striking the period at the end and inserting but is less than $1,000,000,000 (as so adjusted and published);; and

(D)

by adding at the end the following:

(4)

$400,000 if the aggregate total amount determined under section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) is not less than $1,000,000,000 (as so adjusted and published) but is less than $2,000,000,000 (as so adjusted and published);

(5)

$800,000 if the aggregate total amount determined under section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) is not less than $2,000,000,000 (as so adjusted and published) but is less than $5,000,000,000 (as so adjusted and published); and

(6)

$2,250,000 if the aggregate total amount determined under section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) is not less than $5,000,000,000 (as so adjusted and published).

; and

(2)

by adding at the end the following:

(c)

(1)

For each fiscal year commencing after September 30, 2022, the filing fees in this section shall be increased each year by an amount equal to the percentage increase, if any, in the Consumer Price Index, as determined by the Department of Labor or its successor, for the year then ended over the level so established for the year ending September 30, 2021.

(2)

As soon as practicable, but not later than January 31 of each year, the Federal Trade Commission shall publish the adjusted amounts required by paragraph (1).

(3)

The Federal Trade Commission shall not adjust amounts required by paragraph (1) if the percentage increase described in paragraph (1) is less than 1 percent.

(4)

An amount adjusted under this section shall be rounded to the nearest multiple of $5,000.

.

3.

Authorization of appropriations

There is authorized to be appropriated for fiscal year 2022—

(1)

$252,000,000 for the Antitrust Division of the Department of Justice; and

(2)

$418,000,000 for the Federal Trade Commission.