The officers of OL Inc. recently met several times with officers of MacDaddy, Inc., a New York Stock Exchange traded company, to discuss the possibility of a merger between the two companies. OL's quarterly analyst phone call is scheduled for the end of next week. In anticipation of being asked whether OL has been having merger discussions with MacDaddy, the directors have prepared a statement that OL "currently is not engaged in merger negotiations." Based on the Basic v. Levinson case, would this statement be advisable? Would Regulation FD apply? Would you recommend that the directors say something different?

1. Ernst & Ernst v. Hochfelder, 425 U.S. 185 (1976) 2. Santa Fe Industries, Inc. v. Green, 430 U.S. 462 (1977)

3. Lorenzo v. SEC, 139 S.Ct. 1094 (2019)

4. Martin J. Crisp, David Hennes and R. Daniel O'Connor, Lorenzo v. SEC: Expanded Scope of Securities Fraud Liability, Harvard Law School Forum on Corporate Governance (April 14, 2019)

5. Westlaw Practical Law Exchange Act: Section 10(b) Scheme Liability and Market Manipulation (to be skimmed) 6. Israel David, Potential Rule 10b-5 Liability for Misleading Statements and Omissions, Harvard Law School Forum on Corporate Governance (December 18, 2019)

OPTIONAL:

1. Matthew C. Turk & Karen E. Woody, Recent Development: Justice Kavanaugh, Lorenzo v. SEC and the Post-Kennedy Supreme Court?71 Admin. L. Rev. 193 (2019)

2. Michele Johnson and Colleen Smith, Revisiting Affiliated Ute: Back in Vogue in the 9^th Circuit (May 23, 2017) 3. Tobi Carter Richards, Supreme Court Provides New Lens for Evaluating Rule 10b-5 Liability (May 7, 2019) 4. Christopher Conte, Supreme Court Rules in Lorenzo v. SEC: Defendants Who Disseminate But Do Not "Make" a Statement Can Be Liable Under "Scheme Liability" Provisions of Rule 10b-5 (April 3, 2019) 5. LEXIS Practical Guidance, Liability under the Federal Securities Laws for Securities Offerings, LEXIS at 1-3, 7-11, 13- 15 (April 5, 2022) 

6. Harris Fischman, SEC Enforcement: Year in Review, Harvard Law School Forum on Corporate Governance (February 19, 2022)

Answer rating: 100% (QA)

In the scenario described the statement prepared by OLs directors claiming that OL currently is not ... View the full answer