Activist Investor Agrees to Record Fine for Violation of HSR Act

Activist Investor Agrees to Record Fine for Violation of HSR Act


By: Bernard (Barry) A. Nigro Jr., Nathaniel L. Asker, Aleksandr B. Livshits

The Antitrust Division of the Department of Justice announced that activist investor ValueAct Capital has agreed to pay a record $11 million fine to settle allegations that it violated the notification requirements of the Hart-Scott-Rodino Act.  The settlement highlights two important trends in HSR enforcement:  continued scrutiny of activist investors that seek to rely on the “investment-only” exemption to HSR filing requirements; and increased fines for violations of the HSR Act.  In addition, the settlement deprives the broader investment community and issuers of potential judicial guidance on the scope of the investment-only exemption, which could have provided welcome clarity, particularly in the area of investor communications with management.

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