Activist investor ValueAct Capital agreed to pay an $11 million fine and also agreed to injunctive relief to settle the DOJ’s allegations that it violated the HSR Act in connection with its acquisition of over $2.5 billion of voting securities of Halliburton and Baker Hughes after the two companies announced their (now abandoned) merger in 2014. ValueAct initially contested the DOJ’s claim, arguing that its actions were exempt under the HSR Investment-Only exemption. With this record settlement, the DOJ and FTC once again affirmed that they will read this HSR exemption very narrowly. Investors must tread carefully when relying on the exemption as it applies only when the investor’s sole intent in acquiring the shares is passive.