July 19, 2016

ValueAct Pays Record Fine for “Passive” HSR Violation (Before Rates Go Way Up)

Last week, as noted in these memos, ValueAct agreed to pay a record fine of $11 million to settle allegations by the DOJ that it had violated the HSR reporting requirements by improperly relying on the passive “investment only” exemption. In an earlier case, ValueAct paid a $1.1 million fine. In addition, ValueAct agreed to not rely on the “investment-only” exemption to avoid future HSR filings. Here’s the settlement agreement.

This is the largest HSR fine ever – double the previous largest fine of $5.67 million. ValueAct settled this now because HSR fines will increase dramatically next month – when it could have become almost $50 million after the increase…