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Securities Compliance Sentinel Analysis of cutting-edge securities industry issues

You May Get Lucky By Not Discussing Merger Talks

Posted in Mergers and Acquisitions, Securities Litigation

Corporate officials, who did not disclose merger talks with a competitor, did not commit securities fraud.  See Filing v. Phipps, 6th Cir., No. 11-4157, 10/23/12, http://federal-circuits.vlex.com/vid/mark-filing-v-william-phipps-403576058

The court determined that the discussions were at the time not material, thus, not requiring disclosure.  This transaction involved tortured negotiations that did not culminate until 16 months later and well after the investor sold shares.  Consequently, the court refused to hold that these initial merger talks were material.

These corporate executives were able to escape liability because the deal was essentially not “ripe” at the time the investor sold shares.