The Division of Corporation Finance published Staff Legal Bulletin No. 14J (CF) in order to provide guidance on issues arising under Rule 14a-8 under the Exchange Act.  SLB No. 14J expands on the types of factors that ought to be addressed in a board’s analysis of policy issues arising in connection with a no-action request

Recently, the Ninth Circuit held that only negligence, not scienter, is required to be shown where a violation of the tender offer provisions of Section 14(e) is alleged.  In Varjabedian v. Emulex Corp., the Ninth Circuit court remanded the case for reconsideration of the defendants’ motion to dismiss based on a negligence standard.  The District