You are quoting a statement about PUBLIC disclosures to existing investors and the PUBLIC marketplace.
It is IRRELEVANT to the law that applies to securities purchase agreements - like the private placement - a DIRECT SALE of securities from the company to a buyer.
Nice try, butt you're DEAD WRONGGG.
Your quote from Cravath is inapplicable to direct securities sales from the company.
Do you believe a company could close on an IPO with underwriters when the CEO and Chairman was indicted and the company did not disclose that material fact in an S-1/A AND to the underwriters?
Sheesh!!!
The Cravath text is applicable only to a situation where the company is communicating to the general market place in the normal course of business, and is NOTT doing a direct sale of securities to a private party or in a general offering.
Oh, and it's also a violation of the security sale agreement itself if the text is the standard text used in SV for PPs for legit companies. There is often an EXPLICIT duty defined in a provision to require the selling party to provide updates of any material changes prior to closing. This obligation exists even without such provisions, butt adding this proviso in the CONtract itself is a belt-and-suspenders approach that is in many to most SV PP agreements/memoranda.
MY GOSH, MAN!
"lol silly me and have no clue what i was thinking"
Yes, obviously.
Fortunately for you, I work in this area AND I know Herb personally and I'm willing to help others LEARN.
And I am always amused when the blind believe they are art appraisers and critics.
