Securities Antitrust & Trade Regulation

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FTC Continues Aggressive Enforcement of HSR Act, Levies $656,000 Fine Against Investor

Investor Len Blavatnik has agreed to pay $656,000 to resolve allegations that he violated the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) by failing to obtain clearance prior to acquiring voting...more

Third Penalty in Two Months Against a Minority Investor Again Signals Increased FTC Enforcement of the H-S-R Act

For the third time in less than two months, the U.S. Federal Trade Commission (FTC) has announced an enforcement action against a minority investor who failed to comply with the Hart-Scott-Rodino (“H-S-R”) Act notification...more

October Antitrust Bulletin

On September 8, the U.S. Court of Appeals for the Seventh Circuit granted a motion filed by household products manufacturer Clorox for interlocutory appeal of two decisions by the U.S. District Court for the Western District...more

HSR Enforcement Continues Swiftly: $240K Settlement Announced with FTC for Failure to File

On the heels of the FTC's recent HSR passive investor exemption enforcement action comes another reminder that HSR compliance is not always clear, and that it is not always easy. The Federal Trade Commission has announced a...more

Canada Adopts Significant Changes to Foreign Investment Review Framework

On 24 April 2015, the Canadian government adopted regulations that significantly affect the foreign investment review framework. With the exception of cultural businesses and investments by foreign state-owned enterprises...more

Return of the Cyborg—FTC and SEC Oversight of Cybersecurity Ramps Up

The government appears to be increasing its enforcement efforts regarding cybersecurity risks. A three-judge panel of the U.S Court of Appeals for the Third Circuit recently held the FTC may bring a claim that a company’s...more

Securities Litigation and Enforcement Newsletter

A CD or not a CD, That is the Question… That the Auditors Should Have Answered - A headline-grabbing SEC enforcement action last week against BDO USA and several of its national partners may lead audit firms to insist on...more

Activist Funds Must Comply with HSR Premerger Reporting Rules

The Federal Trade Commission (FTC) filed a complaint in August 2015 against three affiliated activist hedge fund companies and Third Point LLC, their management company, for acquiring voting securities in Yahoo! Inc. without...more

New DOJ Policy Regarding Individual Accountability for Corporate Wrongdoing

On September 9, 2015, the U.S. Department of Justice announced a new policy regarding individual accountability for corporate misconduct. The policy, described in a memo authored by Deputy Attorney General Sally Yates,...more

Applicability of 'Investment Purpose' Exemption to HSR Reportability Focuses on Intent of Equity Purchasers

If a purchaser’s goals shift to include influence on the business management or board composition of the target issuer, an HSR filing must be considered. The Federal Trade Commission (FTC or Commission) has once again...more

Passive Means Passive! Missed HSR Filing Spurs Antitrust Enforcers' Ire - But Change May Be Coming

The Federal Trade Commission, in its latest enforcement action relating to Hart-Scott-Rodino Act compliance, reminds investors that strict adherence to HSR filing requirements is a must, but also may have signaled that a long...more

FTC Settles Allegations of HSR Act Violation by Activist Investment Fund

The Federal Trade Commission (FTC) announced a settlement on August 24, 2015, with Third Point Funds for failing to file a notification under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) in connection with the...more

Recent FTC Action Underscores Narrow Interpretation of HSR “Investment-Only” Exemption

On August 24, 2015, the Federal Trade Commission (“FTC” or the “Commission”) filed a proposed settlement in federal court regarding alleged violations by Third Point LLC (“Third Point”) of the premerger reporting laws related...more

"FTC Commissioners Divided on Scope of Investment-Only Exemption to HSR Rules"

On August 24, 2015, the Federal Trade Commission (FTC) announced a consent settlement based on an application of the investment-only exemption to the Hart-Scott-Rodino Act’s premerger notification requirements. The settlement...more

Latest H-S-R Act Enforcement Is a Cautionary Tale for Minority Investors

Generally speaking, stock purchases which will cause an investor to hold more than $76.3 million of the target’s voting securities may require a pre-closing notification under the Hart-Scott-Rodino (“H-S-R”) Act. But there...more

US China Trade War — Stock Market Crash, Presidential Trade Politics, Trade Policy, Customs, Antitrust and Securities

The Chinese stock market crash and world- wide effect on stock markets around the World has created a crisis with day to day developments. The World Stock market crash stated on August 24, 2015 and went through to August...more

Investment Fund Violates “Investment-Only” HSR Exemption

At the request of the Federal Trade Commission (“FTC” or “Commission”), the Department of Justice (“DOJ”) filed this week in federal court a proposed settlement to charges that an investment fund violated the...more

Third Point Settles FTC Charges That They Violated U.S. Premerger Notification Requirements

On August 24, 2015, the FTC announced that Third Point Funds (“Third Point”), which includes three affiliated hedge funds commonly managed, agreed to settle FTC charges that it violated premerger reporting requirements in...more

Alert: HSR "Investment-Only" Exemption: Lessons from Third Point's Yahoo! Investment

While acquisitions of up to 10% of the voting interest in a target that are made "solely for the purpose of investment" are in many circumstances exempt from Hart-Scott-Rodino (HSR) reporting requirements, even when the value...more


Since the last blog post focused on trade policy and trade and customs issues, with extensive coverage of the Trade Promotion Authority fight in the US Congress, after addressing the trade area briefly, this blog post plays...more

Client Alert on Azerbaijani Securities Regulations - Client Alert on Latest Developments in Azerbaijani Securities Regulation...

Securities Markets Law - New categories of professional participants in securities markets - Professional participants in securities markets are defined to include investment companies, stock exchanges, clearing...more

Are Mutual Index Funds Anti-Competitive?

They may be, according to a thought-provoking article by Harvard Law School Professor Einer Elhauge entitled “Horizontal Shareholding as an Antitrust Violation” (July 21, 2015).... In a nutshell, Professor Elhauge’s...more

[Event] How Better Reporting Changes the Game for Compliance - August 13, 12:00-2:00pm PDT, Portland, OR

The role of the compliance executive is changing before our eyes. With more resources and greater access to the CEO and Board, there’s more impetus than ever before for compliance executives to demonstrate and bolster the...more

Newsletter: Cooley M&A Team News - July 2015

As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more

Private Equity Newsletter - Summer 2015 Edition: Where’s the Exit? New Opportunities in China for Private Equity Firms

It has long been a well established exit route in developed markets for a private equity firm to sell its interest in a portfolio company to a listed company in exchange for shares in that listed company. Until recently, this...more

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