S4434

1) On April 29, 2026, Senator Booker (D-NJ) introduced S.4434, the CLEAN Mergers Act, which was read twice and referred to the Senate Committee on the Judiciary. The bill is at the earliest stage of the legislative process with no further action taken. 2) The bill does not authorize or appropriate any funding. It amends the Clayton Act to require mandatory divestiture of mergers valued at $10 billion or more that were consummated between January 20, 2025 and January 19, 2029, unless a court grants an exemption. It also requires hold-separate orders for future large mergers pending agency review. There is no money trail—this is a regulatory restructuring bill, not a spending bill. 3) If enacted, the bill would retroactively unwind large mergers from the current administration, creating significant legal uncertainty for dealmaking. Potential targets include any large tech, telecom, or healthcare merger closed after January 2025. However, with only Democratic sponsors and no Republican cosponsors, passage through a divided Congress is highly unlikely. 4) No real market data was provided. The competitive landscape for large-cap M&A would shift dramatically if this bill advanced, but at this stage it is purely a messaging bill. 5) The bill must pass the Judiciary Committee, then the full Senate, then the House, and be signed by the President. Given the partisan sponsorship and early stage, the probability of enactment in the 119th Congress is below 5%.