U.S. FTC Settlement Narrowly Interprets Hart-Scott-Rodino Act’s ‘Investment-Only’ Exemption from Reporting Requirements

On Aug. 24, 2015, the U.S. Federal Trade Commission and the U.S. Department of Justice filed a proposed settlement in federal court to settle charges that Third Point LLC and three of its affiliated funds violated the Hart-Scott-Rodino Act’s pre-merger reporting requirements in connection with their 2011 acquisitions of stock in Yahoo! Inc. In this article, SRZ partners Peter Jonathan Halasz, Eleazer Klein and Michael E. Swartz and former SRZ lawyers Beverly J. Ang and Francis A. Marsico discuss the government’s settlement and provide guidance for investors who are contemplating consummation of a large acquisition.