A Narrowing Of The HSR Investment-Only Exemption

Law360, New York (September 9, 2015, 10:11 AM EDT) -- The proposed antitrust settlement with Third Point LLC and its affiliates for violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended offers guidance to investors seeking to navigate the morass between passive investment and activism. Under the investment-only exemption, acquisitions that result in holding 10 percent or less of an issuer's outstanding voting securities are exempt — even where the value exceeds the $76.3 million "size of transaction" threshold of the act — so long as the investor acquires the shares "solely for the purpose of investment." Particularly challenging, however, is determining what constitutes "solely for the purpose of...

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