On Sept. 25, 2012, DOJ filed a complaint against Biglari Holdings, alleging that the company failed to comply with the antitrust premerger notification requirements of the Hart-Scott-Rodino (HSR) Act before acquiring voting securities of Cracker Barrel Old Country Store, a restaurant and retail chain, in June 2011. Biglari Holdings’ acquisitions were not exempt from the HSR Act because they were not “solely for the purpose of investment,” and the company’s subsequent filing under the HSR Act — which occurred approximately two months later and received early termination — did not provide a safe harbor. Biglari Holdings agreed to pay a civil penalty of $850,000. This case serves as a reminder of the importance of properly complying with premerger notification requirements.
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$850,000 civil penalty imposed for violation of premerger notification requirements
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