Why in the world would there be "shareholder lawsuits if the deal fell through"? That is not true at all. Deal negotiations fall apart all the time and companies are not sued for it.

And no, it would not imply that a deal is being negotiated and the SEC would have nothing to say about it. I believe there were a few times when NP or SK or someone would say "We cannot comment at the moment" at while that led to speculation, there is no law against that.

There is no law against saying "We have no comment at this time" or "We will update shareholders when we are able to."