[mosta]

[ QUOTE ]
I'm an M&A/Securities lawyer. Here's the relevant law on the issue:

Rule 10b-5 -- ...

in connection with the purchase or sale of any security.


Section 14 -- Proxies
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(e) ... with respect to tender offer

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[/ QUOTE ]

you missed the question. the other law student and I got this much. we agree that if he traded stock or tipped someone to trade stock, or it was going to be a tender offer, he'd have trouble with 10b-5 or 14e.

someone else above indicated that it was a violation of itself to make an insincere acquisition bid. that would not relate to either rule above, because it would not depend on there being a purchase or sale in relation, or there being a tender offer. what would it relate to? M&A common law, or more statutes we don't learn in securities reg? (as an _analogy_ , there is Rule 14e-8, not requiring trading as a predicate, but again with regard to a tender offer:

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It is a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act for any person to publicly announce that the person (or a party on whose behalf the person is acting) plans to make a tender offer that has not yet been commenced, if the person:

1. Is making the announcement of a potential tender offer without the intention to commence the offer within a reasonable time and complete the offer;

2. Intends, directly or indirectly, for the announcement to manipulate the market price of the stock of the bidder or subject company; or

3. Does not have the reasonable belief that the person will have the means to purchase securities to complete the offer.
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but this wasn't supposed to be a tender, I don't think. (if so, he's obviously in trouble.)

I don't know where to look for M&A law.