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Acquisitions Passive Activity

Dechert LLP

The Coming Storm? CFIUS Reform and Considerations for Private Equity

Dechert LLP on

As the United States Congress debates new legislation to strengthen reviews of cross-border transactions for potential national security concerns, the Committee on Foreign Investment in the United States (CFIUS or the...more

Manatt, Phelps & Phillips, LLP

Investors Beware: The Bar Is Being Raised on HSR Violations

Under the Hart-Scott-Rodino (HSR) Act, parties to transactions meeting certain size thresholds are required to notify the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission and to observe a...more

Dorsey & Whitney LLP

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff...

Dorsey & Whitney LLP on

On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions...more

Goodwin

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

Goodwin on

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

Carlton Fields

Proposed Anti-Inversion Regulations Would Affect Foreign Insurers

Carlton Fields on

For decades American companies have used so-called “corporate inversions” to lower their tax burdens on foreign-earned income. Typically, the American company is acquired by a foreign company located in a tax-favorable...more

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