Previous business/academic article Next business/academic article
Business Articles Awards > Mergers

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

Jeff Jaeckel and Lauren A. Navarro, Morrison Foerster Client Alert, April 2016

See Jeff Jaeckel's resume See Lauren A. Navarro's resume

Click here to read the full article online

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 the Hart-Scott-Rodino Act (the “HSR Act”) reporting requirements when it bought over $2.5 billion worth of stock
in Halliburton and Baker Hughes (collectively, “the Companies”) with the intention of influencing the business activities and strategies of the Companies. ValueAct has indicated that it may fight the DOJ lawsuit, but this action nonetheless underscores that investors should exercise care when relying on the investment-only HSR exemption, because the antitrust enforcement agencies show no sign of relaxing their narrow interpretation of the exemption and strict enforcement program against perceived violations.

Download our brochure