January 8, 2004

Grace Period Ends This Saturday!

If you have not renewed your subscription to either or, please be aware that you won’t have access to the sites starting this Saturday.

For members, this means you won’t have access to the upcoming webcast – “Alan Dye on the Latest Section 16 Developments” – next Wednesday. For members, you wouldn’t have access to the “50 Nuggets in 50 Minutes II” webcast on the 21st.

You can renew online – or by fax by using this order form for or this order form for If you have renewal questions, send an email to or call our HQ at 925.685.5111.

Our New Shareholder/Director Communications Survey

We have posted a new Quick Survey on Shareholder Communications with Directors – so please weigh in!

The final results are available from our “Director Education/Orientation” survey.

IRS Comes to Its Senses Regarding Confidentiality in M&A

In February 2003, the IRS issued tax avoidance regulations that created a broad category of transactions for which disclosure was required if they included conditions of confidentiality. In the minds of many practitioners, the category was created too broadly because it included many transactions that couldn’t have any tax avoidance consequences, including many M&A transactions.

As a result of this bizarre position, many practitioners have been recommending that the confidentiality provisions of most M&A agreements be modified to exclude tax-related matters.

On December 29th, the IRS came to its senses and issued new regulations that narrowed the category so that it no longer affects traditional M&A. So, the recommended modification to exclude tax-related matters is no longer needed in most cases.

Learn more from recent law firm memos on this topic posted in the “Confidentiality Agreements/Privilege” section of our Mergers & Acquisitions Practice Area.