Moratorium on large agribusiness, food and beverage manufacturing, and grocery retail mergers

(a) In general (1) Moratorium Until the date referred to in paragraph (2) and except as provided in subsection (b)— (A) no dealer, processor, commission merchant, agricultural input supplier, broker, or operator of a warehouse of agricultural commodities or retailer with annual net sales or total assets of more than $222,000,000 shall merge or acquire, directly or indirectly, any voting securities or assets of any other dealer, processor, commission merchant, agricultural input supplier, broker, or operator of a warehouse of agricultural commodities or retailer with annual net sales or total assets of more than $22,000,000; and (B) no dealer, processor, commission merchant, agricultural input supplier, broker, or operator of a warehouse of agricultural commodities or retailer with annual net sales or total assets of more than $22,000,000 shall merge or acquire, directly or indirectly, any voting securities or assets of any other dealer, processor, commission merchant, agricultural input supplier, broker, or operator of a warehouse of agricultural commodities or retailer with annual net sales or total assets of more than $222,000,000 if the acquiring person would hold— (i) 15 percent or more of the voting securities or assets of the acquired person; or (ii) an aggregate total amount of the voting securities and assets of the acquired person in excess of $21,000,000. (2) Date The date referred to in this paragraph is the effective date of comprehensive legislation enacted on or after the date on which the reviews referred to in section 102(a) are completed— (A) for addressing the problem of market concentration in the food and agricultural sector; and (B) that terminates the moratorium under paragraph (1). (b) Waiver authority The Attorney General shall have authority to waive the moratorium imposed by subsection (a) only under extraordinary circumstances, such as insolvency or similar financial distress of 1 of the affected parties. (c) Exemptions The classes of transactions described in section 7A(c) of the Clayton Act (15 U.S.C. 18a(c)) are exempt from subsection (a). (d) Avoidance Any transaction or other device entered into or employed for the purpose of avoiding the moratorium contained in subsection (a) shall be disregarded, and the application of the moratorium shall be determined by applying subsection (a) to the substance of the transaction. (e) Rulemaking The Attorney General shall promulgate regulations that the Attorney General determines are necessary to implement this section. In making the determination under the preceding sentence, the Attorney General shall consult with the Federal Trade Commission.