THE SECS GOING-PRIVATE RULES - ANALYSIS AND DEVELOPMENTS

The author discusses' Section 13(e)'s private disclosure rules for going-private transactions. Since Congress remained silent as to the remedies available, the federal courts have ruled with conflicting results. The Sixth Circuit is the only court to date that has allowed a private cause of action under Section 13(e). The author further discusses the disclosure rules under the Howing case, contrasts the regulating substantive fairness and the mere disclosure standards that have developed, and concludes with the current status of the Rule 13e-3 disclosure requirements.