What Targets and Activist Investors Need to Know About the HSR Act’s Investment-Only Exemption

What Targets and Activist Investors Need to Know About the HSR Act’s Investment-Only Exemption


By: Bernard A. Nigro Jr., Philip Richter, Nathaniel L. Asker, Alyson L. Redman

Activist shareholder campaigns continue to grow in number and prominence. The continued rise of shareholder activism serves as a useful reminder that targets and investors should be mindful of the scope of the investment-only exemption under the Hart-Scott-Rodino Act. Whether and when particular conduct may disqualify a shareholder from the passive investment exemption is a highly fact-specific inquiry and has been the subject of several enforcement actions in recent years.

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