해외 M&A의 ë²•ì  ìŸì  - Sullivan & Cromwell

When Must Negotiations be Disclosed?
continued
In U.S. silence, absent a duty to speak, is not misleading
General Rule: A company is generally under no obligation to
disclose merger negotiations unless:
‒ it is trading in its own stock
‒ it is responsible for information leaking into the market
‒ it is in registration, or
‒ it has made statements that were false when made or subsequent developments
have made materially misleading
For non-U.S. acquirors listed on non-U.S. stock exchanges, it is
necessary to coordinate with the disclosure requirements under
the non-U.S. listing rules
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