Congress Wants to Ease the Merger and Acquisition Process

October 26th, 2015 by Trey Barrineau

On September 30, the House Judiciary Committee approved the Standard Merger and Acquisition Reviews Through Equal Rules (SMARTER) Act, which seeks to streamline the rules governing how the Federal Trade Commission (FTC) and the Department of Justice (DOJ) review proposed mergers and acquisitions.

Currently, the FTC and the DOJ each can review planned mergers and acquisitions. However, the agencies use different processes to examine transactions, and they also face different legal standards. The SMARTER Act seeks to ensure that the same standards and processes are used no matter which federal agency reviews a deal.

The bill was introduced in June by Rep. Blake Farenthold (R-Texas), and co-sponsored by Rep. Tom Marino (R-Pa.) and Rep. Bob Goodlatte (R-Va.).

“Recently we have seen an increase in the number of proposed mergers across a wide variety of industries,” said Marino, who gave a speech about regulatory reform to the Window and Door Manufacturers Association in March. “Mergers are extremely complex and so is the process by which they are reviewed. Our economy, however, needs certainty to ensure that it functions smoothly. This bill is about simplifying and standardizing review processes between the two agencies responsible for merger reviews. This is another big step forward by this committee to compliment some of what the FTC has put forth in order to harmonize merger reviews by both antitrust agencies. This is simple, reasonable and smart.”

Democrats say the bill could eliminate the FTC’s independence.

“While certain aspects of this proposal have a logical appeal, I have several serious concerns as well,” Rep. John Conyers (D-Mich), the judiciary panel’s ranking Democrat, said during a hearing about the proposed bill in April 2014. “Most importantly, by making the FTC like the DoJ, this proposal would weaken the FTC’s independence, which contravenes Congress’s original intent in establishing the FTC. FTC was established by Congress to function as a body of experts that could develop antitrust law and policy comparatively free from political influence, and particularly executive branch interference.”

The fenestration industry has seen a lot of merger and acquisition activity recently.

Since August, Jeld-Wen has acquired four companies – Dooria, which sells in the Scandinavian market; Aneeta, an Australian company; Karona, headquartered in Michigan; and LaCantina Doors, a California-based maker of sliding doors.

During that same time, MGM Industries and Custom Window Systems announced a merger, BMC bought Robert Borden Inc., Quanex acquired Woodcraft Industries, PPG purchased IVC Industrial Coatings Inc., Masonite acquired USA Wood Door, RiteScreen bought Florida Screen Enterprises, and Roto AG acquired the Deventer Group.

Also since August, private-equity groups have purchased U.S. LBM, Thermal Windows and Doors, Harvey Building Products, and Quantum Windows & Doors.

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