News & Analysis as of

Federal Trade Commission (FTC) Investment-Only Exemption

Wilson Sonsini Goodrich & Rosati

Scope of the Investment-Only Exemption

The Hart-Scott-Rodino Act (“HSR Act” or the “Act”) requires parties to certain acquisitions to notify the Federal Trade Commission (“FTC”) and the Antitrust Division of the Department of Justice (“DOJ”) (collectively, “the...more

Morgan Lewis

HSR Act Violations Continue Trend of Heightened Enforcement, Increased Fines in 2016

Morgan Lewis on

The past year was a challenging one for investors purchasing voting securities in public corporations with respect to compliance with the Hart-Scott-Rodino Antitrust Improvements Act....more

Cadwalader, Wickersham & Taft LLP

Further Guidance on the HSR Act Investment-Only Exemption for Seemingly “Passive” Investors Engaging with Management

Investors considering engaging with management should take note of a recent informal interpretation received from the FTC’s Premerger Notification Office (PNO) advising that certain seemingly “passive” behavior is...more

Mintz

Activist Investor to Pay Record Fine for Violating HSR Reporting Requirements

Mintz on

The Department of Justice (“DOJ”) announced this week that an activist investment manager has agreed to pay a record $11 million to settle allegations that it violated the requirements of the Hart-Scott-Rodino Antitrust...more

Latham & Watkins LLP

DOJ Suit Against ValueAct Shines Spotlight on HSR Requirements for Shareholder Activists

Latham & Watkins LLP on

Suit signals potential consequences for activist investors who rely on the HSR “solely for purposes of investment” exemption. On April 4, 2016, the U.S. Department of Justice (DOJ) sued certain ValueAct Capital entities...more

Proskauer Rose LLP

When Passive Investors Take a Stand – HSR Act Enforcement Put to the Test

Proskauer Rose LLP on

Enforcement actions for violations of the Hart-Scott-Rodino Act (HSR) often are announced with substantial money penalties or other restrictions agreed in advance between the agency and the parties. Not so with the Department...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Interpretation of Antitrust Exemption at Heart of DOJ Action Against ValueAct"

On April 4, 2016, the U.S. Department of Justice, Antitrust Division (DOJ) filed a complaint against activist investor ValueAct Capital in California federal court, requesting a $19 million fine for violations of the...more

Morrison & Foerster LLP

Narrow Reading Of HSR Investment-Only Exemption Continues

On April 4, 2016, the U.S. Department of Justice filed a civil antitrust lawsuit against activist investor ValueAct Capital. The DOJ asserts that ValueAct improperly relied on the “investment only” exemption to the...more

Morrison & Foerster LLP

DOJ Suit Against Activist Investor Highlights Narrow Interpretation of HSR “Investment Only” Exemption

On April 4, 2016, the U.S. Department of Justice (DOJ) filed a civil antitrust lawsuit against activist investor ValueAct Capital (“ValueAct”). DOJ asserts that ValueAct improperly relied on the “investment only” exemption to...more

Goodwin

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

Goodwin on

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

McGuireWoods LLP

October Antitrust Bulletin

McGuireWoods LLP on

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

Proskauer Rose LLP

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

Proskauer Rose LLP on

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

McDermott Will & Emery

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

Morrison & Foerster LLP

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

Wilson Sonsini Goodrich & Rosati

Federal Trade Commission Brings Complaint Against Firm for Relying on HSR Act "Investment-Only" Exemption

August 31, 2015 On August 24, 2015, the Federal Trade Commission (FTC) announced that it has reached an agreement with Third Point LLC and three affiliated investment funds (collectively "Third Point") to settle allegations...more

Skadden, Arps, Slate, Meagher & Flom LLP

"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

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