United States: Cadwalader Attorneys Alert Investors To Recent Guidance On HSR Act Investment-Only Exemption
Last Updated: November 10 2016

Cadwalader attorneys urged investors who are deciding whether to engage with management to consider a recent informal interpretation issued by the FTC Premerger Notification Office. The interpretation advises that certain seemingly "passive" behavior is inconsistent with the "investment-only" exemption that may relieve the acquirers of voting securities from the reporting and notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). The Cadwalader attorneys emphasized that any mutual fund, merger arbitration fund, or activist investor that writes a letter to a merger target in the process of responding to a bid should bear in mind that their action could be viewed as inconsistent with the purely passive behavior required under the HSR Act.

Click here to view the Cadwalader memorandum authored by Amy Ray and Ngoc Hulbig.

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