An individual who acquires more than 5 percent of a company’s stock can’t be sued for failing to file a detailed disclosure form with the Securities and Exchange Commission, a federal appeals court has ruled, finding that such disclosure is only required when there is a tender offer or an accumulation of stock that affects corporate control.
The SEC had argued in a friend-of-the-court brief that the detailed-disclosure requirement applies to all 5 percent shareholders even outside the tender offer/control contest context.
