Roger Bivans


You’re a young portfolio manager looking to make a splash. You notice an undervalued U.S. public company that could be poised for growth. You want to buy a minority stake in the company and engage in a dialogue with management to improve performance. You don’t have to make any filings with the U.S. government, right? Unfortunately, you might.

In July, the U.S. Department of Justice announced a record-breaking USD11 million settlement with ValueAct Capital for its failure to make a Hart-Scott-Rodino filing for open market purchases in Halliburton and Baker Hughes because it did not qualify for the “investment only” exemption. Four days later the U.S. Securities and Exchange Commission staff issued guidance on whether greater than 5% shareholders can continue to report beneficial ownership on the short-form Schedule 13G, rather than the long-form Schedule 13D, even when the shareholder fails to qualify for the “investment only” HSR exemption.