Early merger talks may be subject to disclosure; Third Circuit decision greatly expands a corporation's duty to update public statements

Article Abstract:

The Court of Appeals for the 3d Circuit ruled in Weiner v. Quaker Oats Co. that the company's failure to disclose early merger talks to shareholders may have violated its Securities Act Sec. 10(c) duty to update certain corporate policy public statements before acting in a way inconsistent with those policies. The company failed to disclose that in 1994 it had started negotiations to purchase Snapple. The merger with Snapple nearly tripled Quaker's debt and increased the debt-to-total-capitalization ration to about 80%.

Quaker Oats Co., Disclosure (Securities law), OAT

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Antitrust law; merger to duopoly

Article Abstract:

The D.C. district court's denial an agency request for a preliminary injunction halting the H.J. Heinz Co acquisition of Beech-Nut Nutrition Corp. is discussed. The court did not wish to change a jarred baby fooids market with three viable competitors, Heinz, Gerber and Beech-Nut.

H.J. Heinz Co., HNZ, Beech-Nut Nutrition Corp.

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Control sales; two recent cases

Article Abstract:

Litigation showing how a parent corporation should realize the value of a key subsidiary when the latter has a public minority is discussed. WorldCom, Intermedia and Digex Inc are the relevant companies.

Marketing, Subsidiary corporations, Subsidiaries, WCOM, MCI Inc., DIGEX Inc.

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