special facts rule

special-facts rule. Corporations. The principle that a director or officer has a fiduciary duty to disclose material inside information to a shareholder when engaging in a stock transaction under special circumstances, as when the shareholder lacks business acumen, the shares are closely held with no readily ascertainable market value, or the director or officer instigated the transaction. • This is an exception to the “majority rule.” — Also termed special-circumstances rule. Cf. MAJORITY RULE(3). [Cases: Corporations 316(3). C.J.S. Corporations §§ 519–524.]

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词条贡献者

译者Lynn，毕业于法国顶尖的高级翻译学院，擅长翻译各种与涉及美国证券法的诉讼和调查（包括告密者调查）相关的法律文件。