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Rethinking the Investment-Only Exemption

Scott A. Sher and Christopher A. Williams, The Threshold, Vol. XV, No 1, Fall 2014

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This article seeks to fill this and other gaps in our understanding of the investment-only exemption. Part I provides background on the investment-only exemption and the HSR Act. Part II explores the ambiguities in the term “solely for the purpose of investment,” and examines how the agencies have enforced this exemption. Part III then evaluates how the agencies could define this exemption to accommodate investors who wish to express their views regarding an issuer’s business decisions, particularly by clarifying that investors may be vocal but still qualify for the exemption.

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