Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff in new guidance
Last Tuesday, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions reserved for passive investors. Two days later, in the wake of the DOJ’s announcement, the SEC Staff issued guidance stating that the inability to rely on the HSR passive investor exemption (relating to the acquisition of securities acquired solely for the purpose of investment) does not necessarily disqualify a shareholder from reporting its beneficial ownership on Schedule 13G. Read more in our summary here: https://www.dorsey.com/newsresources/publications/client-alerts/2016/07/hsr-passive-investor-exemption-file-a-schedule-13g.