SAN FRANCISCO (Legal Newsline) – The Department of Justice has taken action against certain ValueAct Capital entities for alleged violations of the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act).
In November 2014, Baker Hughes and Halliburton, two of the three largest oilfield products and services companies, announced a merger valued at $35 billion. After the news broke, ValueAct allegedly purchased $2.5 billion in voting shares of the companies without meeting the HSR Act’s notification requirements. The department believes it did so to influence the companies’ business decisions during the merger.
“ValueAct’s substantial stock purchases made it one of the largest shareholders of two competitors in the midst of our antitrust review of the companies’ proposed merger, and ValueAct used its position to influence decision-making at both companies,” Assistant Attorney General Bill Baer of the Justice Department’s Antitrust Division said. “ValueAct was not entitled to avoid HSR requirements by claiming to be a passive investor. Given the seriousness of the violation and ValueAct’s prior HSR violations, we will be seeking significant civil penalties and an injunction against further violations.”
The Antitrust Division of the Justice Department’s lawsuit seeks civil penalties and an injunction to stop further HSR Act violations.