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

译员Joanne，亚洲顶尖法学院国际贸易专业，专注翻译各种与复杂国际贸易有关的法律文件。