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Cardozo Law Review

Abstract

The parameters of corporate disclosure have evolved over the years in response to shifting regulatory, administrative, and judicial requirements and interpretations. Corporate executives are currently faced with a broad array of legal principles that apply to a public company's disclosure of material information.

This Article focuses on voluntary disclosure, as distinguished from statutorily-mandated disclosure, and evaluates the impact of principal cases, rules, and interpretations on such disclosure. Part I summarizes the scheme of regulated disclosure promulgated by the Securities Act of 1933, as amended ("Securities Act"),' the Securities Exchange Act of 1934 ("Exchange Act")2 (herein, the "Acts"), and the principal self-regulatory organizations ("SROs"). Part II reviews general principles of voluntary disclosure and evaluates significant cases governing material corporate communications, including the sensitive area of interaction with securities analysts. Part III examines corporate responsibilities to revise prior public disclosures.

Disciplines

Law | Securities Law

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