Preparing the “Background of the Merger” Section in Merger Proxy Statement

In The Review of Securities & Commodities Regulation, White & Case M&A partner James Hu, Commercial Litigation partner Andrew Hammond and Capital Markets associate Melissa Curvino examine key takeaways for practitioners preparing proxy statements, including the legal framework governing the disclosure of the "background of the merger" section of the statements, how to best prepare the "background of the merger" section, and common areas of focus for the US Securities and Exchange Commission and Delaware courts. In the piece, the authors also provide recommendations for protocols that practitioners should follow to ensure accuracy and completeness of the "background of the merger" section.

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