Glazer's Impact On M&A Deals

Law360, New York (November 17, 2010, 3:32 PM EST) -- In a case arising out of the U.S. Court of Appeals for the Ninth Circuit, the court has implied that the disclosure rules under the Securities and Exchange Act of 1934, as amended, may require public companies that have entered into merger agreements to publish the exhibits to such agreements, notwithstanding their confidential, nonpublic nature.

As a result, representations made solely for the benefit of private merger partners may form the basis for future securities fraud claims by disgruntled shareholders who were not privy to the...
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