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Ninth Circuit Holds That Representations in a Merger Agreement May Support Securities Fraud Action When That Agreement Is Filed As an Exhibit to Securities Filings; Discusses Possible "Collective Scienter" Argument by Alan R. Friedman
Arthur H. Aufses
Abbe L. Dienstag
Stephen M. Sinaiko
Amy Weiner
Kramer Levin Naftalis & Frankel LLP
New York Office
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January 16, 2009
Previously published on December 2008
The Ninth Circuit recently sent corporate lawyers and litigators a reminder that representations or statements that appear solely in an agreement filed as an exhibit to an issuer's SEC filings may in and of themselves provide a basis for suit under Section 10(b) and Rule 10(b-5).
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