News & Analysis as of

Yahoo! Hart-Scott-Rodino Act

Latham & Watkins LLP

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

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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

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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

McGuireWoods LLP

October Antitrust Bulletin

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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

Perkins Coie

Activist Funds Must Comply with HSR Premerger Reporting Rules

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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

Troutman Pepper

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

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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

Proskauer Rose LLP

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

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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

Goodwin

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

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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

Mintz

Investment Fund Violates “Investment-Only” HSR Exemption

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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

King & Spalding

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

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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

Cooley LLP

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

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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

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