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SEC Withdraws Two No-Action Letters Concerning Proxy Advisory Firms

The Securities and Exchange Commission’s (the “SEC“) Division of Investment Management has announced the withdrawal of two no-action letters[1] that provided guidance to registered investment advisers regarding their use of proxy advisory firms consistent with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Proxy Rule“). [2] Under the Proxy Rule, registered…

Client Alerts | October 24, 2018 | Investor Activism | Hedge Funds

SEC Proposes Amendments to Permit Universal Proxy Ballots in Contested Director Elections

Amendments Would Provide Investors the Ability to Choose More Easily Between Candidates Offered by Activists and Candidates Offered by a Company On October 26, 2016, the Securities and Exchange Commission (“SEC”) proposed amendments to the proxy rules to facilitate voting in director elections by, among other things, requiring parties in a contested election to use…

Client Alerts | October 28, 2016 | Investor Activism | Hedge Funds

Massive increase in HSR monetary penalties underlines the tremendous importance of proper compliance

On Wednesday, June 29, 2016, the U.S. Federal Trade Commission (the “FTC”) announced that it approved final amendments to Commission Rule 1.98 to increase the maximum civil penalty dollar amounts for various legal violations as required by the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015. Among such violations, as of August 1,…

Client Alerts | July 7, 2016 | Securities and Corporate Finance | Investor Activism

DOJ Sends Message to Activist Hedge Funds on HSR Passive Investor Exemption

On Monday, April 4, 2016 the U.S. Department of Justice (the “DOJ”) announced a civil antitrust lawsuit against certain ValueAct Capital (“ValueAct”) entities for allegedly violating the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The DOJ’s Antitrust Division’s lawsuit seeks civil penalties and an injunction against…

Client Alerts | April 5, 2016 | Mergers & Acquisitions | Investor Activism | Hedge Funds

Third Point HSR Settlement

We have previously written to our clients about the importance of complying with the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) when building positions that may become activist in the future. [“Antitrust Filing Mistakes Can Cost Activists“]. On August 24, 2015 the United States Federal Trade Commission (the…

Client Alerts | August 26, 2015 | Mergers & Acquisitions | Investor Activism | Hedge Funds

SEC’s Division of Corporation Finance Will Express “No Views” on Conflicting Shareholder Proposals for the Remainder of the Current Proxy Season

On January 16, 2015, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) announced that, in light of a directive from SEC Chair Mary Jo White, it will express “no views” on the application of Rule 14a-8(i)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the current…

Client Alerts | January 26, 2015 | Mergers & Acquisitions | Securities and Corporate Finance | Investor Activism | Hedge Funds