• Merger Agreement Representations Take on a Life of Their Own
  • July 14, 2005 | Authors: Lyle G. Ganske; James P. Dougherty
  • Law Firm: Jones Day - Cleveland Office
  • The Securities and Exchange Commission recently provided guidance concerning potential liability under Exchange Act Rules 10b-5 and 14a-9 in connection with misstatements and omissions contained in merger agreements and other agreements filed with the Commission. This guidance has been the subject of much debate among mergers and acquisitions practitioners because the federal securities laws require issuers to include a summary description of the merger agreement, including the representations and warranties, in the merger proxy distributed to shareholders.