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ARTICLE · 20 JULY 2016

ValueAct Settles For Record HSR Fine

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According to the DOJ complaint, ValueAct purchased over $2.5 billion of voting securities of Halliburton and Baker Hughes after the two companies announced their merger in November 2014.

United StatesAntitrust/Competition Law
A&O Shearman
A&O Shearman
Scott Petepiece
Scott Petepiece
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On July 12, 2016, the US Department of Justice ("DOJ") announced that activist investor ValueAct Capital agreed to pay a record $11 million fine and also agreed to injunctive relief to settle allegations that ValueAct violated the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a ("the HSR Act").

According to the DOJ complaint, ValueAct purchased over $2.5 billion of voting securities of Halliburton and Baker Hughes after the two companies announced their merger in November 2014. While its stake represented less than 10% of each company's voting share capital, according to the complaint, ValueAct purchased the shares with the intent to influence the companies' business decisions in connection with the merger and therefore it could not rely on the HSR "investment-only" exemption, which the Federal Trade Commission ("FTC") and DOJ interpret narrowly. This was is ValueAct's third HSR violation and the second for which it was fined. The DOJ originally

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