A Post-Polaroid Snapshot of the Duty to Correct Disclosure

Tuesday, January 1st, 1991 at 12:00 am by Dennis J. Block, Stephen A. Radin & Michael B. Carlinsky
Dennis J. Block, Stephen A. Radin & Michael B. Carlinsky, A Post-Polaroid Snapshot of the Duty to Correct Disclosure, 1991 Colum. Bus. L. Rev. 139

As outlined in this article, the imposition by the First Circuit Court of Appeals’ panel decision in Polaroid I of a broad duty to update prior corporate disclosure focused considerable attention among corporate officers and counsellors upon the parameters of the duty (if any) to update, as opposed to the more circumscribed duty to correct. The First Circuit’s en banc decision in Polaroid II makes clear — at least in the First Circuit — that the federal securities laws do not impose the broad duty to update articulated in Polaroid I. Polaroid II is consistent with the case law that has developed in other Circuits over the course of the last two decades, and represents good public policy designed to foster voluntary disclosure by corporations of material information under circumstances where the law does not mandate disclosure.

Author Information

Dennis J. Block and Stephen A. Radin are members of the firm Weil, Gotshal & Manges in New York City. Michael B. Carlinsky is an associate at Weil, Gotshal & Manges.