Republicans Work On Bill Mandating Foreign Subsidy Disclosures For Mergers

A Republican lawmaker is readying a bill that would require businesses subsidized by foreign governments to disclose that information when they pursue large mergers subject to US regulatory review, reported CNBC. 

The bill, led by Rep. Scott Fitzgerald, R-Wisc, and tentatively named the “Stopping Foreign Government Subsidies for Mergers Act,” would require businesses backed by state-owned entities to notify regulators of that backing when they report a deal of more than $92 million in value.

That additional information can help regulators assess how a company might act once merged, Republican Federal Trade Commissioner Noah Joshua Phillips, who supports the legislation, told CNBC in an interview Wednesday

“Our presumptions in the law and the way we do our work are based on the notion fundamentally that firms profit maximize. They seek to make money,” Phillips said. “But state-owned entities don’t necessarily have the pursuit of profit as their ultimate motive, and as a result, they may not act in the same way as the companies that we normally look at do.”

A firm that values certain political objectives over profits might make a different calculation when it comes to the risk of pursuing anticompetitive conduct, like steeply undercutting rival prices only to raise them later on. While Phillips declined to speculate on the types of conduct in which a state-owned entity might engage, he said it would help to know their potential incentives in order to assess the facts of each individual case.

As it stands, regulators may become aware of a foreign government subsidy in a merger case, but Phillips said requiring that information up-front will allow them to “develop expertise and ask the right questions.”

The bill builds on a recommendation last year from the bipartisan U.S.-China Economic and Security Review Commission. In its annual report to Congress, the commission recommended the FTC have a system in place to determine how proposed transactions are influenced by such foreign government support.

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