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Sep 28, 2012

Passive Investors Beware: Recent FTC Fine Affirms Narrow Scope of HSR Exemption

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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.

View full memo, "Passive Investors Beware: Recent FTC Fine Affirms Narrow Scope of HSR Exemption"

Authors and Contributors

Wayne Dale Collins

Of Counsel

Antitrust

+1 212 848 4127

+1 212 848 4127

Washington DC

Jessica K. Delbaum

Partner

Antitrust

+1 212 848 4815

+1 212 848 4815

New York