This bill amends the Clayton Act to introduce new provisions for the review and potential divestiture of certain mergers and acquisitions. It defines a "covered period" from January 20, 2025, to January 19, 2029, during which specific types of transactions are subject to enhanced scrutiny. The legislation aims to address concerns about lapsed antitrust enforcement by retroactively examining past deals and imposing stricter requirements on future ones. For threshold transactions , defined as those valued at $10 billion or more consummated within the covered period, parties are generally required to complete divestiture or hold assets separate. An exemption from divestiture can be sought if the parties demonstrate that the transaction did not significantly harm competition, reduce output or employment, or involve any compliance issues or improper legal services. State Attorneys General are granted an unconditional right to intervene in such exemption proceedings. The bill also allows federal agencies or State Attorneys General to review enforcement-lapse transactions , which are other deals completed during the covered period. This review can be triggered if there is evidence of violations of law, ignored recommendations from civil servants, political interference, material misrepresentations, ethical violations, or foreign influence during the original review process. If a reasonable basis for such conditions is found, the agencies can require divestiture of all transaction assets. To ensure compliance, the bill mandates the preservation of all communications and documents related to these transactions, with penalties for non-compliance including adverse inferences and criminal referrals. If divestiture is not completed as required, a court-appointed trustee can effect the sale of assets. Furthermore, the legislation establishes significant civil penalties for knowing violations, including daily fines and a percentage of the transaction value, and allows for damages equal to three times the commercial benefit derived from non-compliance. Finally, structural relief , such as divestiture or dissolution, is made the presumptive remedy for restoring competition in these cases, and the statute of limitations for antitrust actions is extended from four to ten years.
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Timeline
Introduced in Senate
Read twice and referred to the Committee on the Judiciary.
Introduced in Senate
Read twice and referred to the Committee on the Judiciary.
Commerce
CLEAN Mergers Act
USA119th CongressS-4434| Senate
| Updated: 4/29/2026
This bill amends the Clayton Act to introduce new provisions for the review and potential divestiture of certain mergers and acquisitions. It defines a "covered period" from January 20, 2025, to January 19, 2029, during which specific types of transactions are subject to enhanced scrutiny. The legislation aims to address concerns about lapsed antitrust enforcement by retroactively examining past deals and imposing stricter requirements on future ones. For threshold transactions , defined as those valued at $10 billion or more consummated within the covered period, parties are generally required to complete divestiture or hold assets separate. An exemption from divestiture can be sought if the parties demonstrate that the transaction did not significantly harm competition, reduce output or employment, or involve any compliance issues or improper legal services. State Attorneys General are granted an unconditional right to intervene in such exemption proceedings. The bill also allows federal agencies or State Attorneys General to review enforcement-lapse transactions , which are other deals completed during the covered period. This review can be triggered if there is evidence of violations of law, ignored recommendations from civil servants, political interference, material misrepresentations, ethical violations, or foreign influence during the original review process. If a reasonable basis for such conditions is found, the agencies can require divestiture of all transaction assets. To ensure compliance, the bill mandates the preservation of all communications and documents related to these transactions, with penalties for non-compliance including adverse inferences and criminal referrals. If divestiture is not completed as required, a court-appointed trustee can effect the sale of assets. Furthermore, the legislation establishes significant civil penalties for knowing violations, including daily fines and a percentage of the transaction value, and allows for damages equal to three times the commercial benefit derived from non-compliance. Finally, structural relief , such as divestiture or dissolution, is made the presumptive remedy for restoring competition in these cases, and the statute of limitations for antitrust actions is extended from four to ten years.