Bill Overview
Title: Merger Filing Fee Modernization Act of 2022
Description: 2 This bill modifies and expands the schedule for graduated merger filing fees and requires that such fees be adjusted each year based on the Consumer Price Index. It also (1) requires parties to disclose in their premerger notification filings any subsidy received from a foreign entity of concern, (2) modifies the venue rules for multi-district antitrust litigation, and (3) establishes various reporting requirements.
Sponsors: Rep. Neguse, Joe [D-CO-2]
Target Audience
Population: Individuals working in or with companies engaging in mergers and acquisitions
Estimated Size: 500000
- This bill focuses on mergers and acquisitions, impacting companies undergoing these financial activities.
- The primary group affected are corporate entities preparing financial disclosures for mergers.
- The modification of merger filing fees will affect companies, both domestic and international, which intend to merge or acquire other companies.
- Legal professionals specializing in antitrust law may see changes in processes due to venue rule adjustments.
- The requirement for subsidy disclosures from foreign entities of concern could significantly impact multinational corporations.
- The bill requires annual adjustment of fees based on the Consumer Price Index, which affects all companies regularly involved in merging activities.
Reasoning
- The target population primarily consists of professionals directly involved with corporate mergers and acquisitions, including corporate executives, legal professionals in antitrust law, accountants, and compliance officers.
- Due to the specialized nature of the policy, the impact on the broader public is minimal, therefore simulated interviews focus on individuals closely tied to the affected industries.
- The policy will not directly impact individuals not involved in merger activities, so such individuals are included in the simulation to represent non-impacted segments.
- Consideration of economic factors like the Consumer Price Index means the financial impact can vary annually, but broader well-being measures take into account industry-specific implications.
- The funding constraints suggest the policy's immediate direct impact is to address high-profile or significant financial activities rather than small or infrequent mergers.
Simulated Interviews
Corporate Executive (New York, NY)
Age: 52 | Gender: male
Wellbeing Before Policy: 8
Duration of Impact: 10.0 years
Commonness: 4/20
Statement of Opinion:
- The policy creates additional paperwork, but it ensures transparency in foreign dealings.
- The new fees might slightly increase costs, but they are a minor percentage of total deal costs.
Wellbeing Over Time (With vs Without Policy)
| Year | With Policy | Without Policy |
|---|---|---|
| Year 1 | 7 | 8 |
| Year 2 | 7 | 9 |
| Year 3 | 8 | 9 |
| Year 5 | 8 | 9 |
| Year 10 | 9 | 9 |
| Year 20 | 9 | 9 |
Antitrust Lawyer (Chicago, IL)
Age: 40 | Gender: female
Wellbeing Before Policy: 7
Duration of Impact: 20.0 years
Commonness: 3/20
Statement of Opinion:
- The changes to venue rules could mean more interstate work, which is intellectually stimulating.
- Increased complexity in filings may lead to more business for my practice.
Wellbeing Over Time (With vs Without Policy)
| Year | With Policy | Without Policy |
|---|---|---|
| Year 1 | 8 | 7 |
| Year 2 | 8 | 7 |
| Year 3 | 9 | 7 |
| Year 5 | 9 | 7 |
| Year 10 | 9 | 8 |
| Year 20 | 10 | 8 |
Mergers and Acquisitions Analyst (San Francisco, CA)
Age: 31 | Gender: male
Wellbeing Before Policy: 6
Duration of Impact: 10.0 years
Commonness: 5/20
Statement of Opinion:
- Adjustments linked to the Consumer Price Index require us to forecast better.
- More detailed reporting could slow down processes but increases transparency.
Wellbeing Over Time (With vs Without Policy)
| Year | With Policy | Without Policy |
|---|---|---|
| Year 1 | 6 | 6 |
| Year 2 | 7 | 6 |
| Year 3 | 7 | 6 |
| Year 5 | 8 | 7 |
| Year 10 | 8 | 7 |
| Year 20 | 8 | 7 |
Compliance Officer (Dallas, TX)
Age: 45 | Gender: female
Wellbeing Before Policy: 5
Duration of Impact: 5.0 years
Commonness: 4/20
Statement of Opinion:
- There will be a lot more documentation checking, which increases workload.
- Good for ensuring we don’t deal with risky foreign subsidies.
Wellbeing Over Time (With vs Without Policy)
| Year | With Policy | Without Policy |
|---|---|---|
| Year 1 | 6 | 5 |
| Year 2 | 6 | 5 |
| Year 3 | 6 | 5 |
| Year 5 | 7 | 5 |
| Year 10 | 7 | 5 |
| Year 20 | 7 | 6 |
Accountant (Seattle, WA)
Age: 28 | Gender: female
Wellbeing Before Policy: 7
Duration of Impact: 5.0 years
Commonness: 7/20
Statement of Opinion:
- Fee adjustments add complexity to budgeting but aren't drastically impactful.
- Subsidy disclosures might complicate audits.
Wellbeing Over Time (With vs Without Policy)
| Year | With Policy | Without Policy |
|---|---|---|
| Year 1 | 7 | 7 |
| Year 2 | 7 | 7 |
| Year 3 | 7 | 7 |
| Year 5 | 8 | 7 |
| Year 10 | 8 | 7 |
| Year 20 | 8 | 7 |
Senior Partner at a Law Firm (Boston, MA)
Age: 50 | Gender: male
Wellbeing Before Policy: 6
Duration of Impact: 10.0 years
Commonness: 2/20
Statement of Opinion:
- The changes could mean more high-profile cases due to new disclosure requirements.
- Slightly more bureaucratic hurdles, but overall it’s good for oversight.
Wellbeing Over Time (With vs Without Policy)
| Year | With Policy | Without Policy |
|---|---|---|
| Year 1 | 6 | 6 |
| Year 2 | 7 | 6 |
| Year 3 | 8 | 7 |
| Year 5 | 8 | 7 |
| Year 10 | 9 | 8 |
| Year 20 | 9 | 8 |
Corporate Finance Advisor (Miami, FL)
Age: 33 | Gender: male
Wellbeing Before Policy: 5
Duration of Impact: 5.0 years
Commonness: 6/20
Statement of Opinion:
- New rules might make some clients hesitant about complicated paperwork.
- Might need to adjust pricing to cover increased advisory time.
Wellbeing Over Time (With vs Without Policy)
| Year | With Policy | Without Policy |
|---|---|---|
| Year 1 | 6 | 5 |
| Year 2 | 6 | 5 |
| Year 3 | 6 | 6 |
| Year 5 | 7 | 6 |
| Year 10 | 7 | 6 |
| Year 20 | 7 | 6 |
Chief Financial Officer (Los Angeles, CA)
Age: 42 | Gender: female
Wellbeing Before Policy: 7
Duration of Impact: 10.0 years
Commonness: 5/20
Statement of Opinion:
- Annual changes in fees need more financial forecasting.
- Contribute to better monitoring for foreign interests.
Wellbeing Over Time (With vs Without Policy)
| Year | With Policy | Without Policy |
|---|---|---|
| Year 1 | 7 | 7 |
| Year 2 | 8 | 7 |
| Year 3 | 8 | 7 |
| Year 5 | 8 | 7 |
| Year 10 | 8 | 8 |
| Year 20 | 9 | 8 |
Marketing Manager (Los Angeles, CA)
Age: 60 | Gender: female
Wellbeing Before Policy: 8
Duration of Impact: 0.0 years
Commonness: 8/20
Statement of Opinion:
- This policy seems irrelevant to my role directly.
- Policy might affect company at corporate level but not my department.
Wellbeing Over Time (With vs Without Policy)
| Year | With Policy | Without Policy |
|---|---|---|
| Year 1 | 8 | 8 |
| Year 2 | 8 | 8 |
| Year 3 | 8 | 8 |
| Year 5 | 8 | 8 |
| Year 10 | 8 | 8 |
| Year 20 | 8 | 8 |
Regulatory Affairs Specialist (Houston, TX)
Age: 39 | Gender: male
Wellbeing Before Policy: 6
Duration of Impact: 10.0 years
Commonness: 3/20
Statement of Opinion:
- New subsidy disclosures are critical for us due to foreign investments.
- Could mean more tight deadlines to comply.
Wellbeing Over Time (With vs Without Policy)
| Year | With Policy | Without Policy |
|---|---|---|
| Year 1 | 6 | 6 |
| Year 2 | 7 | 6 |
| Year 3 | 7 | 6 |
| Year 5 | 7 | 7 |
| Year 10 | 8 | 7 |
| Year 20 | 8 | 7 |
Cost Estimates
Year 1: $3000000 (Low: $2500000, High: $3500000)
Year 2: $3100000 (Low: $2600000, High: $3600000)
Year 3: $3200000 (Low: $2700000, High: $3700000)
Year 5: $3500000 (Low: $3000000, High: $4000000)
Year 10: $4000000 (Low: $3500000, High: $4500000)
Year 100: $10000000 (Low: $9000000, High: $11000000)
Key Considerations
- There will be ongoing costs due to the need for CPI-based adjustments to filing fees.
- Implementation of new reporting requirements might face initial challenges.
- Potential economic impacts on mergers, particularly those involving foreign subsidies, could influence broader market conditions.