Read the 10 best academic and business antitrust articles published in 2012!

Nominated by Julie Brill, Alexander Italianer, Frédéric Jenny, Bill Kovacic, Bruno Lasserre

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Passive Investors Beware: Recent FTC Fine Affirms Narrow Scope of HSR Exemption

Beau W. Buffier, Wayne Dale Collins, Jessica K. Delbaum, Heather Lamberg Kafele, Kenneth S. Prince, Lisl J. Dunlop, Kelly Karapetyan, Shearman & Sterling Client Publications, 28 Sep 2012.

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In fining Biglari Holdings $850,000 for failing to file a premerger notification and observe the statutory waiting period in connection with its 2011 purchase of shares of Cracker Barrel, the FTC affirmed that it will read the HSR Passive Investment exemption very narrowly and might seek penalties even for first offenses. Investors must tread carefully when relying on the exemption as it applies only when the investor’s sole intent in acquiring the shares is passive.

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