Acquisition solely for the purpose of investment
| Currency | Current through May 31, 2023 |
| Citation | 16 C.F.R. §802.9 |
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11 firm's commentaries
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HSR Act Violations Continue Trend of Heightened Enforcement, Increased Fines in 2016
...#0705006 (May 10, 2007). [10] 16 C.F.R. § 802.21. David R. Brenneman Harry Robins 15 U.S.C. §18a(c)(9)) and 16 C.F.R. §§ 801.1(i)(1) and 802.9. [6] It’s worth noting that none of the above indicia is binding law, but merely guidance that the FTC published when it released the final HSR rule......
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Proposed HSR Rules Affect Investment Firms/Master Limited Partnerships and Minority Acquisitions
...or investment decision management with a managing entity.” [View source.] Jonathan Cheng Jessica Delbaum David Higbee Ben Gris 16 C.F.R. §802.9 (the Investment Only Exemption exempts transactions that are made (i) solely for the purpose of investment and (ii) result in the acquiring person ......
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Proposed HSR Rules Affect Investment Firms/Master Limited Partnerships And Minority Acquisitions
...the issuer." 6 This concept is already captured in the existing definition of "associates" in the HSR Rules. See 16 C.F.R. § 801.1(d)16 C.F.R. §802.9 (the Investment Only Exemption exempts transactions that are made (i) solely for the purpose of investment and (ii) result in the acquiring p......
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Further Guidance on the HSR Act Investment-Only Exemption for Seemingly “Passive” Investors Engaging with Management
...Notice of Intent to Request Public Comments, 81 Fed. Reg. 7,716, 7,717 (Feb. 16, 2016). Ngoc Pham Hulbig Amy Ray 15 U.S.C. § 18a(c)(9); 16 C.F.R. § 802.9. An acquirer relying on the exemption must have “no intention of participating in the formulation, determination, or direction of the bas......
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2 books & journal articles
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Mergers and Acquisitions
...company’s stock “solely for the purpose of investment” from that act’s notification and reporting requirements. 15 U.S.C. § 18a(c)(9); 16 C.F.R. § 802.9. 33. See, e.g., duPont, 353 U.S. at 602-06; Gulf & W. Indus., 476 F.2d at 694 n.9 (finding “substantial likelihood” that control will be s......
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VI. Conclusion.
...The passive investor exception from the Hart-Scott-Rodino filing rules for under-10% holders is at 16 C.F.R. § 802.9 (2006) ("Acquisition solely for the purpose of investment."); see also 1 STEPHEN M. AXINN ET AL., ACQUISITIONS UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT § 6.07 (......