When a company has on-again, off-again merger talks, does it have a duty to disclose the negotiations? A recent appeals court ruling suggests that executives may have breathing room to say more than “no comment” when discussing a company’s future.
The U.S. Court of Appeals for the 4th Circuit, in Phillips v. LCI International Inc., No. 98-2572, held that a chief executive officer’s isolated statement that “we’re not for sale” cannot be the basis for a securities fraud suit–even though the company announced plans to merge only three weeks later.
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