Questions relating to an issuer's obligation to disclose merger negotiations, soft information, and bad news frequently present the corporate lawyer with difficult counseling decisions. These dilemmas are not resolved by the Securities and Exchange Commission (the SEC or the Commission)...

In response to the United States Supreme Court's decision in Santa Fe Industries, Inc. v. Green, which sharply limited the role of federal securities law in redressing acts of corporate malfeasance, the Delaware Supreme Court, in Singer v. Magnavox Co. and its progeny, expanded the protection...

In a corporate world preoccupied with takeover attempts, attention naturally gravitates to the defensive tactics employed by target corporations attempting to fend off exchange or tender offers. The Williams Act, the federal statute governing takeover bids, was enacted over a decade ago. The...

This article analyzes an important dilemma that raises liability and ethical concerns: Attorney conflicts of interest in the specialized setting of corporate acquisitions and mergers. The ensuing discussion seeks to present a concrete analysis in conjunction with a recommended framework of...

Although the subject of counsel's conflicts of interest has been treated in the general corporate context by several scholarly sources, such conflicts in the specialized corporate acquisition setting thus far have not been fully addressed. This Article seeks to present a concrete analysis in...