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The U.S. Department of Justice filed a civil antitrust lawsuit against ValueAct Capital on Monday for alleged conflicts tied to the firm’s holdings in Baker Hughes and Halliburton.

The suit, filed in the U.S. District Court for the Northern District of California, alleges that ValueAct violated the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act after purchasing stakes in both firms following news of their planned merger. 

The DOJ said in a statement that ValueAct allegedly purchased over $2.5 billion of Halliburton and Baker Hughes voting shares without complying with the HSR Act’s notification requirements.

According to the complaint, ValueAct purchased the shares “with the intent to influence the companies’ business decisions” as the merger unfolded, making the purchases ineligible for the limited  “investment-only” exemption to HSR notification requirements.

The DOJ’s complaint also alleges that California-based ValueAct used its access to senior executives of both Halliburton and Baker Hughes to “formulate merger and other business strategies with the companies.”

The Antitrust Division’s lawsuit seeks civil penalties and an injunction against further HSR Act violations,. 

“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.

The maximum civil penalty for a HSR violation is $16,000 per day.

ValueAct currently manages over $16 billion on behalf of institutional and individual investors.

The proposed merger between Halliburton and Baker Hughes has faced regulatory hurdles in both the United States and Europe.

The European Commission now expects to issue its final decision on the merger in July after halting the process in February as it sought more information on the proposed combination.

The DOJ’S Antitrust Division allowed its timing agreement for the deal to expire in December without a settlement and without the agency filing litigation to block the deal.

The DOJ informed the companies that it was not satisfied that their current plans for proposed divestments address the agency’s anti-trust concerns.

“The companies intend to continue their discussions with the DOJ, and remain focused on completing the transaction as early as possible in 2016, but there is no guarantee that an agreement with the DOJ or other competition authorities will be reached,”  Halliburton said when the agreement expired.

The $35 billion merger was initially expected to close in the second half of 2015.


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