Simpson Thacher Publishes Article in Westlaw on Tenth Circuit Decision Regarding Preliminary Merger Discussions
09.24.18
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Litigation Partners Susannah Geltman, Linton Mann III and Cheryl Scarboro published an article in Thomson Reuters Westlaw, titled “Tenth Circuit clarifies duty to disclose preliminary merger discussions to shareholders.” The article discusses a recent Tenth Circuit decision that held that an energy company and its executives had no duty to disclose preliminary merger discussions with a competing energy firm given the defendants had not made any “inconsistent” statements regarding a possible merger. Furthermore, the court found that the merger discussions were not material under the probability/magnitude test set forth in Basic v. Levinson. The Tenth Circuit’s decision does provide some protection for companies that would prefer not to disclose preliminary merger discussions, but the protection is dependent on the substance and scope of the company’s other disclosures.
To read the article in full, please click here.