2022: Fitzpatrick Voted For The FY 2023 Omnibus Spending Package,
Which Included The Filing Fee Modernization Act And Increased Filing
Fees For Larger Merger Transactions. In December 2022, according to
Congressional Quarterly, Fitzpatrick voted to concur with the Senate
amendment to the Consolidated Appropriations Act, 2023, which would
"modify filing fees for business merger transactions to generally
increase fees for larger mergers." The vote was on a motion to concur.
The House concurred with the Senate amendment by a vote of 225-201, thus
bill was sent to President Biden and ultimately became law. [House Vote
549, 12/23/22;
Congressional Quarterly,
12/23/22; Congressional
Actions, S.Amdt.
6552;
Congressional Actions, H.R.
2617]
2022: Fitzpatrick Voted To Increase Filing Fees For Merger
Transactions Up To $2.25 Million Based On The Value Of The Transaction
And Provide For Annual Increases To The Filing Fees Based On
Inflation. In September 2022, according to Congressional Quarterly,
Fitzpatrick voted for the Merger Filing Fee Modernization Act of 2022,
which would "modify filing fees for merger transactions to generally
increase fees for larger mergers. Specifically, it would increase the
number of filing fee tiers from three to six, with fees ranging from
$30,000 to $2.25 million based on the transaction value. It would
provide for annual increases to the fee amounts based on inflation
rates, while adjustments to threshold ranges would continue to be based
on the percentage change in the U.S. gross domestic product. It would
require the Federal Trade Commission and Justice Department to jointly
report to Congress on fees received; require the FTC to report on any
actions taken by a 3-2 vote, along with the overall percentage of
actions decided on a 3-2 vote; and require entities to disclose in their
premerger notification filings a detailed accounting of any economic
support they received from a foreign state. The bill would also prohibit
the transfer and consolidation in federal court of antitrust cases that
are brought by states." The vote was on passage. The House passed the
bill by a vote of 242-184. The Senate did not take substantive action on
the bill. [House Vote 460,
9/29/22; Congressional
Quarterly, 9/29/22;
Congressional Actions, H.R.
3843]
The Filing Fee Modernization Act Updated Filing Fees For The First
Time Since 2001 Under The Hart-Schott-Rodino Antitrust Improvements
Act Of 1976. According to JD Supra, "The Filing Fee Modernization
Act substantially alters the framework for filing fees under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 ('HSR Act') for
the first time since 2001." [JD Supra,
1/4/23]
For The Largest Transactions, The Bill Increased The Highest
Filing Fees From $280K To $2.25 Million. According to JD Supra,
"Filing fees for the largest transactions will increase to $2.25
million, substantially higher than the current highest filing fee of
$280,000." [JD Supra,
1/4/23]
The Bill Provided A Slight Decrease In Filing Fees For Smaller
Transactions. According to JD Supra, "Smaller transactions will
see a slight decrease in their filing fees." [JD Supra,
1/4/23]
The Bill Established New Disclosure Requirements For Entities That
Pose Strategic Or Economic Threats To The U.S. According to JD
Supra, "The Filing Fee Modernization Act also imposes new disclosure
requirements related to entities that are strategic or economic
threats to the United States." [JD Supra,
1/4/23]
The Hart-Schott-Rodino Antitrust Improvements Act Required Merger
And Acquisition Parities To Meet Certain Jurisdictional Criteria To
File For A Pre-Merger Notification Within The Federal Trade
Commission And The Antitrust Division At The Justice Department,
Which Includes A Filing Fee. According to JD Supra, "The HSR Act
requires parties to mergers and acquisitions that meet
jurisdictional thresholds to file an HSR premerger notification with
the FTC and the Antitrust Division of the Department of Justice
('DOJ') and to observe a statutorily prescribed waiting period prior
to closing. The notification process requires the parties to pay a
filing fee based on the 'size of the transaction.'" [JD Supra,
1/4/23]
The Filings Fees Will Be Adjusted Annually Based On The Consumer
Price Index. According to JD Supra, "After the new fees are
implemented, they will be adjusted annually based on the consumer
price index." [JD Supra,
1/4/23]
The Bill Required Parties To Disclose Information Over Subsidies
They Received From Foreign Countries Or Entities That Pose A
Strategic Or Economic Threats To The U.S. According to JD Supra,
"The Filing Fee Modernization Act makes other changes to the
premerger notification process, including a requirement that parties
disclose information concerning subsidies received from countries or
entities that are strategic or economic threats to the United States
('Foreign Entities of Concern' under section 40207 of the
Infrastructure Investment and Jobs Act (42 U.S.C. 18741(a)))." [JD
Supra,
1/4/23]