Disclosure Of Internal Corporate Deliberations

17 January 2012
New York Law Journal
Whether a company has made timely disclosure to investors of material financial information is often the focus of internal corporate investigations or government investigations. A recurring question in such investigations is if and when internal deliberations about a course of action to be taken by the corporation became material. For example, many corporate decisions are the subject of various levels of internal dialogue before they are finally made—whether to make an acquisition, whether to exit a business, whether to fire a corporate executive, whether to adopt a particular business strategy. Deciding when such internal discussions trigger a disclosure obligation is a thorny question.