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Simple English definitions for legal terms
buried-facts doctrine
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A quick definition of buried-facts doctrine:
The buried-facts doctrine is a rule in securities that says if important information is hidden in small print or hard-to-find places in a company's proxy statement, it can be considered misleading. This means that if a reasonable shareholder could miss important risks because they are buried in footnotes or appendixes, the disclosure is not adequate. Basically, companies need to make sure they are presenting all important information in a clear and easy-to-understand way.
A more thorough explanation:
The buried-facts doctrine is a rule in securities law that requires companies to disclose all material information in a clear and understandable manner. Under this doctrine, a disclosure is considered inadequate if a reasonable shareholder could fail to understand the risks presented by facts scattered throughout the document.
For example, if a company's proxy statement includes important information about a pending lawsuit in a footnote or appendix, rather than in the main body of the document, it may be considered a violation of the buried-facts doctrine. This is because a reasonable shareholder may not read or understand the significance of the buried information.
The buried-facts doctrine is designed to ensure that investors have access to all material information necessary to make informed decisions about their investments. By requiring companies to disclose all material information in a clear and understandable manner, the doctrine helps to promote transparency and fairness in the securities markets.