The US Federal Trade Commission announces a consent settlement based on an application of the investment-only exemption to the Hart-Scott-Rodino Act’s premerger notification requirements (Third Point)

On August 24, 2015, the Federal Trade Commission (FTC) announced a consent settlement based on an application of the investment-only exemption to the Hart-Scott-Rodino Act’s premerger notification requirements. The settlement relates to the 2011 acquisitions of shares of Yahoo!, Inc. by Third Point LLC and certain of its affiliated investment funds, led by activist shareholder Daniel Loeb. All five commissioners agreed that under the FTC’s traditionally narrow interpretation of the investment-only exemption, Third Point’s shareholder activism exceeded the scope of the exemption, which applies only to purely passive investments where the acquiring person takes no steps to influence management of the target firm. However, the two dissenting Republican commissioners [1] nonetheless

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Authors

  • Skadden, Arps, Slate, Meagher & Flom (New York)
  • Skadden, Arps, Slate, Meagher & Flom (New York)
  • Skadden, Arps, Slate, Meagher & Flom (Washington DC)

Quotation

Matthew P. Hendrickson, Rita Sinkfield Belin, Brian C. Mohr, The US Federal Trade Commission announces a consent settlement based on an application of the investment-only exemption to the Hart-Scott-Rodino Act’s premerger notification requirements (Third Point), 24 August 2015, e-Competitions August 2015, Art. N° 75799

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