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The Timing and Substance of M&A Disclosures

By Robert S. Reder, Peter B. Heller and Nicholas A. Venditto

Deal-makers and their legal and professional advisers often face the difficult decision of whether they are, at any point prior to signing definitive agreements, required under the federal securities laws to publicly disclose M&A negotiations. Furthermore, if those negotiations result in a signed transaction, the parties and their advisors then need to consider what information to include in the detailed proxy statement sent to target company stockholders to solicit their votes. Two recent decisions provide useful guidance concerning both the timing and substance of disclosures in the context of M&A activity.

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