[vlovich123]

Total guess on my part but the smaller party is “made whole” which is less politically problematic than if a large company put in a bid, regulators block it, and the insufficient fee harming the company is blamed on the regulatory activity instead of the insufficiency of the fee.

Unless you’re asking why a small fee would hurt a small company. In that case my understanding is that acquisition talks really stall the business and defocus the company for a non trivial amount of time, not to mention that you’ve given a rival deep insights into your business that they can then use to go after you.