Do we have to disclose that?

Business lawyers are often confronted with the question of whether a client is obligated to disclose a particular piece of information, whether in an SEC filing, a private placement memo or on a disclosure schedule in a deal document. Under the general anti-fraud rules of the federal securities laws, the issue of disclosure often turns on the question of “materiality.” For example, the information required by the SEC disclosure rules should be considered “material” and must be disclosed. The harder question, one not defined by statute or SEC rules, is what is material in other contexts.