I am not making the argument of an affirmative duty. You are. But yes, the contract term aside, your hypothetical is a good question to pose to a securities lawyer, at a major firm, when in that position.
As I’ve said, there are best practices, to avoid complications, claims and things that allow parties to create suits. Then there are rules that mandate disclosure in 4 days. Those refs are narrow but also broadly permissive to allow broad use of the 8K form for all kinds of disclosure . Where those regulations apply directly to the facts, then there is a 4 day disclosure requirement. There is also one if a company selectively discloses.
Otherwise they generally have to avoid being deceitful and misleading their shareholders. But that’s much broader than some people think and companies can last a long time and even drop to virtually nothing before turning it around and becoming something unique again.
You don’t want them to lie in their quarterly or annual reports, though not lying is also broad enough that companies get away with not disclosing much, if they do not want to do so. But the less transparent, the more likely they can be tripped up by ordinary events and situations where they may be inaccurate.
I realize you’d like specificity. My purpose here is not to give that kind of advice at all, but in this case to really just address a concern about false assurances. Thanks for the good questions though.
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