In this case we allege that Third Point was communicating with third parties to ascertain their interest in becoming a candidate for Yahoo!'s board of directors, taking other steps to assemble an alternate slate of board of directors, drafting correspondence to Yahoo! announcing Third Point's interest in joining Yahoo!'s board, internally deliberating about the possible launch of a proxy battle for Yahoo! directors, and making public statements about proposing a slate of directors at Yahoo!'s next annual meeting. Given these actions by Third Point, we do not believe the investment-only exemption applies. 6