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Passive Investors Beware: Recent FTC Fine Affirms Narrow Scope of HSR Exemption * In fining Biglari Holdings $850,000 for failing to file a premerger notification and observe the statutory waiting period in connection with its 2011 purchase of shares of Cracker Barrel, the FTC affirmed that it will read the HSR Passive Investment exemption very narrowly and might seek penalties even for first offenses. Investors must tread carefully when relying on the exemption as it applies only when the investor’s sole intent in acquiring the shares is passive. On September 25, 2012, the US Federal Trade Commission (“FTC”) announced that it imposed a civil penalty of $850,000 against Biglari Holdings Inc. (“Biglari Holdings”) for failing to file a premerger notification and observe the statutory
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