By Marc Casarino and Lori Smith ( August 16, 2018, 1:37 PM EDT) -- Full and accurate disclosure of information by a corporation to its stockholders is a basic component of obtaining consent to mergers, acquisitions, tender offers and other fundamental transactions. All material information must be disclosed and the disclosure cannot be materially misleading. What is sufficiently material for disclosure turns on what a reasonable investor would consider important when deciding how to vote on, or participate in, the transaction. The information must be accurate, full and a fair characterization of events so as not to be deemed materially misleading. While these standards are relatively simple to articulate, putting them into practice can be considerably more complex. What to disclose and how to phrase the disclosure is event-driven. Each deal is unique, and so the content of a particular disclosure must be transaction-specific....