The buried-facts doctrine in securities states that if crucial information is concealed in fine print or difficult-to-locate sections of a company’s proxy statement, it may be deemed deceptive. In other words, if a reasonable shareholder could overlook significant risks due to them being buried in footnotes or appendixes, the disclosure is insufficient. Essentially, companies must ensure that they present all vital information in a transparent and easily comprehensible manner.
The principle of the buried-facts doctrine in securities law mandates that companies must reveal all significant information in a comprehensible and transparent manner. This doctrine deems a disclosure insufficient if a rational shareholder could fail to comprehend the risks presented by facts scattered throughout the document. For instance, if a company’s proxy statement includes crucial information about a pending lawsuit in a footnote or appendix, instead of the main body of the document, it may be considered a violation of the buried-facts doctrine. This is because a rational shareholder may not read or understand the importance of the buried information. The buried-facts doctrine aims to ensure that investors have access to all significant information required to make informed decisions about their investments. By mandating companies to disclose all material information in a clear and understandable manner, the doctrine promotes transparency and fairness in the securities markets.
The Buried-Facts Doctrine is a legal principle that allows a court to disregard a contract or agreement if one party intentionally concealed important information or facts that would have influenced the other party’s decision to enter into the contract.
Under the Buried-Facts Doctrine, if one party intentionally hides or conceals material facts that would have affected the other party’s decision to enter into a contract, the court may declare the contract void or unenforceable.
Buried facts refer to important information that is intentionally concealed or hidden by one party during contract negotiations. These facts are typically material and would have influenced the other party’s decision-making process.
In a Buried-Facts Doctrine case, the burden of proof lies with the party alleging the concealment of material facts. They must provide sufficient evidence to demonstrate that the other party intentionally concealed important information.
Yes, the Buried-Facts Doctrine can be applied to all types of contracts, including employment agreements, real estate contracts, business contracts, and more. It is a general principle of contract law that aims to protect parties from fraudulent or deceptive practices.
If the Buried-Facts Doctrine is successfully invoked, the court may declare the contract void or unenforceable. The innocent party may also be entitled to damages or other appropriate remedies, depending on the circumstances of the case.
Proving intentional concealment of material facts can be challenging. It often requires gathering evidence such as emails, documents, witness testimonies, or other forms of communication that demonstrate the deliberate act of hiding important information.
Yes, there are defences that can be raised against the application of the Buried-Facts Doctrine. These may include lack of evidence of intentional concealment, the other party’s knowledge or access to the concealed facts, or the presence of a valid waiver or disclaimer clause in the contract.
Yes, parties can include a waiver or disclaimer clause in a contract, explicitly stating that they waive their rights to invoke the Buried-Facts Doctrine. However, the enforceability of such clauses may vary depending on the jurisdiction and the specific circumstances of the case.
If you suspect that the other party has concealed material facts in a contract, it is advisable to consult with a qualified attorney who specializes in contract law. They can assess the situation, review the evidence, and guide you on the best course of action to protect your rights and interests.
This site contains general legal information but does not constitute professional legal advice for your particular situation. Persuing this glossary does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.
This glossary post was last updated: 17th April 2024.
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