Stop Subsidizing Giant Mergers Act

[Congressional Bills 119th Congress] [From the U.S. Government Publishing Office] [S. 4185 Introduced in Senate (IS)] <DOC> 119th CONGRESS 2d Session S. 4185 To amend the Internal Revenue Code of 1986 to end the tax-free treatment of certain corporate reorganizations that involve large corporations. _______________________________________________________________________ IN THE SENATE OF THE UNITED STATES March 25, 2026 Mr. Whitehouse (for himself and Mr. Hawley) introduced the following bill; which was read twice and referred to the Committee on Finance _______________________________________________________________________ A BILL To amend the Internal Revenue Code of 1986 to end the tax-free treatment of certain corporate reorganizations that involve large corporations. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, SECTION 1. SHORT TITLE. This Act may be cited as the ``Stop Subsidizing Giant Mergers Act''. SEC. 2. MODIFICATION OF RULES RELATING TO CORPORATE REORGANIZATIONS FOR CERTAIN LARGE CORPORATIONS. (a) Acquisitive Reorganizations.--Section 368(a)(2) of the Internal Revenue Code of 1986 is amended by adding at the end the following new subparagraph: ``(I) Special rules with respect to certain acquisitive reorganizations described in paragraph (1)(a), (1)(b), (1)(c), and (1)(d).-- ``(i) In general.--A merger, consolidation, acquisition, or transfer which is described in clause (ii) shall not be treated as a merger, consolidation, acquisition, or transfer described in paragraph (1)(A), (1)(B), (1)(C), or (1)(D). ``(ii) Transactions described.--A merger, consolidation, acquisition, or transfer is described in this clause if-- ``(I) such merger, consolidation, acquisition, or transfer is, or is treated as, the acquisition of the stock or assets of another corporation, ``(II) such merger, consolidation, acquisition, or transfer is not excepted under clause (iii), and ``(III) the combined average annu