[On April 4, 2016,] the U.S. Department of Justice brought a civil action against ValueAct for failing to comply with the waiting period requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to its purchases of shares of Halliburton Company and Baker Hughes Incorporated. The DOJ’s suit seeks a civil penalty of at least $19 million from ValueAct. (In November 2014, Halliburton entered into an agreement to purchase Baker Hughes; the transaction is pending.)
The DOJ claims that ValueAct’s purchases of Halliburton and Baker Hughes shares “did not qualify for the narrow exemption from the requirements of the HSR Act for acquisitions made solely for the purpose of investment” because ValueAct “planned from the outset to take steps to influence the business decisions of both companies, and met frequently with executives of both companies to execute those plans.”