WASHINGTON, D.C. – Yesterday, Congressman Roger Williams (R-TX), Chairman of the House Committee on Small Business, wrote to both the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) regarding their jointly released Final Merger Guidelines. Chairman Williams issued the following statement.

“Nearly every week, this Administration makes a regulation without considering the impacts it will have on our nation’s entrepreneurs,” said Chairman Williams. “This rule, which would take an exit strategy off the board for small businesses, comes at a time when Main Street is already struggling. Moreover, the rule would add to the 288 million paperwork hours this Administration has enacted since inauguration. I hope the FTC and DOJ will reconsider their position and keep in mind the needs of our nation’s primary job creators during their rulemaking decisions.”

---

Read the full letter here.

Read excerpts from the letter below:

“The House Committee on Small Business (the Committee) writes to inquire about the Federal Trade Commission’s (FTC) and the Department of Justice’s Antitrust Division’s (DOJ) jointly released Final Merger Guidelines (Guidelines) that significantly expand the amount and type of transactions subject to administrative antitrust investigation and challenge. These new guidelines will have a significant impact on small businesses—nearly half of which look to mergers and acquisitions (M&A) to grow—but it seems the FTC and DOJ failed to properly consider the impact the new Guidelines will have on small businesses. This comes at a time when small businesses are struggling to access capital across the board, through traditional financing methods as well as alternative capital access options.

“Congress has charged the FTC and DOJ with administering antitrust statutes to promote open and fair competition, including by preventing M&A that would violate these laws. However, the revised set of Guidelines is significantly more hostile toward mergers than the set they replace. The Guidelines include several presumptions that would automatically designate some proposed M&A activity as harmful to competition and would trigger frequent extended review of transactions. By the FTC’s own estimate, these Guidelines could lengthen the process for merger filing by nearly 300 percent. By increasing uncertainty and the risk of time consuming, expensive, and burdensome investigations, the new Guidelines threaten to deter M&A transactions before they even get off the ground. The FTJ and DOJ present these Guidelines as providing transparency and reflecting a modern market reality, but it is clear they further an aggressive enforcement agenda that will deter dealmaking.

“Nearly half of small business owners look to leverage M&A to grow, as merging with larger companies allow small businesses to connect with the capital, resources, and talent they need to scale. Acquisition is a major avenue for entrepreneurs and investors to achieve returns on investment. In 2020, nearly 90 percent of venture-backed startups exited their venturefunding through an acquisition. The proposed Guidelines hindering these options is a looming threat that this exit strategy may no longer be available and will limit access to venture and other capital, thereby limiting innovation and growth.”

###