CLEAN Mergers Act

Increased Accountability for Large Transactions: Parties involved in "threshold transactions" of at least $10,000,000,000 must complete divestitures if the transaction was consummated before the act's enactment, or hold assets separate to ensure competition during agency review if consummated after enactment (Section 2, subsection (b)(1)).

Protection of Competition through Review: Agencies and State Attorneys General can review "enforcement-lapse transactions" to identify issues such as political interference, material misrepresentations, or conflicts of interest that may have influenced a transaction's approval (Section 2, subsection (c)(1)).

Empowerment of State Officials: The Attorney General of any State is granted an unconditional right of intervention in proceedings related to declaratory judgments regarding threshold transactions or enforcement-lapse transactions (Section 2, subsections (b)(3) and (c)(4)).

Data Preservation for Transparency: The law requires acquiring persons to preserve all written or oral communications and electronic information related to transactions, which helps prevent the destruction of evidence (Section 2, subsection (e)(1)).

Strict Requirements for Exemptions: To avoid divestiture, companies must prove through "clear and convincing evidence" that specific conditions—such as those regarding market share, price increases, or employment levels—did not occur (Section 2, subsections (b)(2) and (c)(3)).

Heavy Financial Penalties: Entities that fail to complete required divestitures face significant fines, which could include $100,000 per day, 5 percent of the total transaction value, or damages equal to three times the value of the commercial benefit derived from the assets (Section 2, subsection (f)).

Potential for Personal Liability: The bill allows for civil penalties of up to $100,000 per day to be imposed against chief executive officers and board members of entities resulting from a transaction (Section 2, subsection (f)(2)(B)).

Legal Burdens of Evidence Preservation: Companies and their agents are under strict mandates to preserve all communications and data, with failures potentially resulting in adverse inferences in court, sanctions for counsel and executives, or criminal referrals (Section 2, subsection (e)(2)).