Booker Introduces Legislation to Review and Unwind Anticompetitive Corporate Mergers Approved Under Second Trump Administration

WASHINGTON, D.C. - U.S. Senator Cory Booker (D-NJ), Ranking Member of the Senate Judiciary Subcommittee on Antitrust, Competition Policy, and Consumer Rights, has introduced legislation to restore integrity and independence to federal antitrust enforcement. The Correcting Lapsed Enforcement in Antitrust Norms for Mergers Act (CLEAN Mergers Act) would restore the integrity of antitrust enforcement by requiring divestiture of mergers consummated during Trump's second term, valued at over $10 billion absent proof they did not harm competition. It would also direct federal agencies to reexamine mergers consummated during Trump's second administration for evidence of improper or politically influenced review. The legislation comes amid the proposed Paramount Skydance-Warner Bros. merger, which seeks to create one of the largest media conglomerates in U.S. history. U.S. Senators Elizabeth Warren (D-MA), Martin Heinrich (D-NM), Chris Murphy (D-CT), and Mazie Hirono (D-HI) are original cosponsors of the bill.

"This past year, we have seen an administration sideline career antitrust experts and ignore the law in favor of political influence and corporate power," said Senator Cory Booker. "Antitrust enforcement is supposed to be grounded in expertise and independence, not backroom deals or special treatment for the well-connected. We have seen mergers pushed through that benefit a select few while hurting American workers, small businesses, and consumers. This is unacceptable and a direct assault on the independence of antitrust enforcement. The CLEAN Mergers Act gives us the tools to revisit and break up mergers that were approved under an improper review process to ensure that our antitrust laws are enforced as intended: to protect the American people."

"Donald Trump has turned the antitrust review process into a cesspool of corruption and American families are paying the price with higher costs and fewer choices," said Senator Elizabeth Warren. "This new bill is an important step to undo corrupt deals and protect Americans from unchecked monopolies."

"Billionaires like the Ellison family and every big corporation should think twice about pursuing corrupt mergers that raise prices and give them more power over the American people," said Senator Chris Murphy. "When voters kick Republicans out of power, Democrats are going to break up all of these corrupt monopolies."

"From rail companies to media conglomerates, there are mega mergers currently being reviewed by multiple federal agencies," said Senator Mazie Hirono."Unfortunately, we know that Trump's Department of Justice has approved mergers that violate federal antitrust laws because the companies hired the right lobbyist. Antitrust laws need to be enforced fairly and consistently-no matter who the president is or who their friends may be. The CLEAN Mergers Act will ensure independent review of multibillion-dollar mergers moving forward and help to remedy some of the damage caused by past corruption."

Booker's oversight of the proposed Paramount Skydance-Warner Bros. merger negotiations has extended across multiple federal agencies, including inquiries to the Federal Communications Commission on foreign-ownership concerns and formal requests urging the Department of the Treasury and CFIUS to examine the involvement of Gulf sovereign-wealth-fund financing. Earlier this month, he convened a congressional forum where witnesses-including actor Mark Ruffalo, Academy Award-winning filmmaker David Borenstein, Writers Guild Legal Director Michael Isaac, attorney and journalist Katie Phang, and Partnership for Civil Justice Fund Executive Director Mara Verheyden-Hilliard-testified that the merger threatens tens of thousands of media jobs and represents a broader danger to democratic institutions.

The CLEAN Mergers Act responds to the Department of Justice's abandonment of enforcement standards that have allowed anti-competitive mergers and inadequate settlements to sail through regulatory review. This includes the HPE-Juniper, RealPage, Nexstar-TEGNA, and T-Mobile-UScellular mergers, which moved forward despite serious concerns about industry consolidation that leaves consumers paying higher prices, workers losing jobs, and corporations cashing in on monopoly control. In March, the Wall Street Journal released a report that documented cases of retaliation and threats against officials who resisted political pressure. The report details settlements negotiated by political officials over the objections of antitrust enforcers, suppression of routine investigative processes, and direct interference by the President in active merger cases.

The CLEAN Mergers Act would:

• Require any deal valued at $10 billion or more consummated during this administration to be unwound unless the companies can show the deal did not reduce competition or harm consumers or workers.

• Direct the Federal Trade Commission, Department of Justice, Federal Communications Commission, Department of Transportation, the Surface Transportation Board, and state attorneys general to reexamine covered mergers for evidence of improper influence, false statements, or political interference.

• Extend the timeframe for state attorneys to challenge mergers from four years to ten years, giving states the time they need to act as anticompetitive harms become clear.

"Merger enforcement has been a dead letter under the Trump Administration, enabling a wave of consolidation that has hurt workers, raised prices, and threatened small businesses," said Nidhi Hegde, Executive Director of the American Economic Liberties Project. "Every corporate executive, lobbyist, and defense counsel in the country is now on notice that the pay-to-merge policy of this Administration will be met with severe business and reputational consequences. The Correcting Lapsed Enforcement in Antitrust Norms for Mergers Act is a necessary step toward restoring real merger oversight. We're pleased to support and endorse this bill, and urge Congress to pass it swiftly."

"The CLEAN Mergers Act recognizes a basic truth: enforcing antitrust law isn't just about prices, it's about power and whether our democracy is governed by the rule of law or by concentrated corporate control," said Barry Lynn, Executive Director of the Open Markets Institute. "By reopening and, where necessary, unwinding mergers pushed through during a period of corrupted enforcement, Senator Cory Booker's CLEAN Mergers Act takes a critical step toward breaking up dangerous concentrations of private power and restoring rule by the people."

"Americans are facing a cost-of-living emergency, and the CLEAN Mergers Act would actually do something about it. That is because it would respond to the Trump administration approving mega-mergers that mash companies together, reducing competition and choice and driving consumer costs up," said Amb. Norman Eisen (ret.), Executive Chair of Democracy Defenders Action. "We commend Senator Booker for introducing the CLEAN Mergers Act to help roll back mergers, ensuring that Americans can get affordable goods and services they deserve. We urge Congress to quickly take up this important legislation."

"The Center for American Progress applauds Sen. Booker for his continued fight against the wave of corporate consolidation that the Trump administration is engineering to lock in its political power, including media industry mergers that allow pro-Trump billionaires to censor news and entertainment programming,"said Michael Sozan, Senior Fellow for Democracy and Governance at the Center for American Progress. "When Congress asserts itself as a co-equal branch of government and a bulwark against executive branch overreach, it benefits democracy and the American people."

The American Economic Liberties Project and Open Markets Institute have endorsed the bill.

SEE ALSO:

• Booker Demands Answers on Undisclosed Conflicts of Interest in $111 Billion Warner Bros. Discovery-Paramount Skydance Merger
• NEW VIDEO: Ahead of Paramount Shareholder Vote, Booker Releases Documentary Exposing Consequences of Proposed Paramount-Skydance and Warner Bros. Discovery Merger
• Booker Holds Forum on Risks of Paramount-Skydance / Warner Bros. Discovery Merger Ahead of Shareholder Vote
• Booker, Schumer, Durbin, Blumenthal, Hirono, Whitehouse, Warren Challenge FCC to Conduct Full Review of Foreign Investment Concerns in Paramount & Warner Bros. Merger
• Booker Statement: "The proposed merger between Paramount and Warner Bros. Discovery is far from settled."
• Booker, Schumer, Durbin, Klobuchar, Warren, Blumenthal, Hirono, Welch Demand Paramount CEO & Chairman David Ellison Preserve All Records Related to Proposed Paramount-Warner Bros. Discovery Transaction
• Booker, Durbin Demand Answers on Trump Administration's Removal of DOJ Antitrust Chief Gail Slater