; 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. 102. Retroactive review of large agribusiness, food and beverage manufacturing, and grocery retail mergers (a) In general Not later than 2 years after the date of enactment of this Act, the Attorney General and the Federal Trade Commission shall review each merger that the Attorney General and the Federal Trade Commission have reviewed since January 1, 2006, that was subject to a premerger notification and waiting period pursuant to section 7A of the Clayton Act ( 15 U.S.C. 18a ) in which a dealer, processor, distributor, commission merchant, agricultural input supplier, broker, or operator of a warehouse of agricultural commodities or retailer merged or acquired, directly or indirectly, any voting securities or assets of any other dealer, processor, distributor, commission merchant, agricultural input supplier, broker, or operator of a warehouse of agricultural commodities or retailer. (b) Unwinding The Attorney General and the Federal Trade Commission shall consider whether to unwind a merger reviewed under subsection (a) to restore