The duty to disclose information relating to the competency or integrity of management is an issue receiving considerable attention by the Securities and Exchange Commission and the courts. In an attempt to construct a workable framework for predicting disclosure obligations that attach to...

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)...

This article focuses on regulation of insider trading and company affirmative disclosure in developed securities markets. First, the U.S. regime is discussed. Thereafter, the securities laws of selected developed markets are addressed in order to provide contrasts to the U.S. approach. Last, the...

This article will examine the fiduciary duties and disclosure obligations present in proxy and tender contests for corporate control. While the thrust of the discussion will be centered on the obligations of boards of directors and management, the roles of other participants in the process will...