Third Point Funds Fined for HSR Violation

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The Federal Trade Commission (“FTC”) recently obtained a fine from Third Point LLC and three of its funds (“Third Point”) for alleged violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The violation arose in connection with the merger of Dow Inc. and E.I. du Pont de Nemours & Company. Prior to the merger, Third Point held shares of Dow Inc. and, as a result of the merger, Third Point received shares of the new company, DowDuPont Inc. In this case, it is notable that the HSR violation did not arise from the open market purchase of voting securities. Instead, the violation arose as a result of the “passive” conversion of voting securities of one issuer into voting securities of another issuer. This enforcement action by the FTC serves as a reminder to investors to remain cognizant of any changes to their voting security holdings, as HSR reporting obligations can be triggered by passive acquisitions of shares even where an investor did not cause the merger or control either party involved.