On August 24, 2015, the FTC announced that Third Point Funds (“Third Point”), which includes three affiliated hedge funds commonly managed, agreed to settle FTC charges that it violated premerger reporting requirements in connection with its 2011 acquisition of voting securities of Yahoo! Inc. According to the FTC’s complaint, Third Point claimed that it was exempt from reporting because of the “investment-only” exemption to the Hart-Scott-Rodino (“HSR”) Act premerger filing requirements.

The HSR Act requires that companies and individuals notify the FTC and the Department of Justice, Antitrust Division, of most large transactions that affect commerce in the United States. Filing parties must observe a waiting period before closing their transaction while one of the two agencies determines whether the transaction would substantially lessen competition.