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

法律翻译Gianluca，毕业于英国一流的高级翻译学院，专注翻译各类与环境、土地及资源有关的法律文件。