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Simple English definitions for legal terms

special-facts rule

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A quick definition of special-facts rule:

Special-Facts Rule: This is a rule that says if someone who is in charge of a company (like a director or officer) knows important information about the company, they have to tell someone who wants to buy or sell stock in the company if certain special circumstances apply. These special circumstances might be things like the person buying or selling the stock not knowing much about business, or the stock being hard to value. This rule is different from the "majority rule" that usually applies in these situations.

A more thorough explanation:

The special-facts rule is a principle in corporate law that requires directors or officers to disclose material inside information to shareholders when engaging in a stock transaction under special circumstances. This rule applies 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.

For example, if a director of a company knows that the company is about to release a new product that will significantly increase the value of the company's stock, and the director sells his or her shares before the announcement, the director must disclose this information to any shareholders who are buying the shares. This is because the director has inside information that the other shareholders do not have, and the director is using this information to gain an unfair advantage.

Another example of the special-facts rule is when a director or officer of a closely held company wants to sell his or her shares to a shareholder who lacks business acumen. In this case, the director or officer must disclose any material inside information that could affect the value of the shares, such as pending lawsuits or regulatory investigations.

The special-facts rule is an exception to the majority rule, which states that directors and officers have no duty to disclose inside information to shareholders. The special-facts rule recognizes that in certain circumstances, shareholders may be at a disadvantage and need extra protection.

special executor | special finding

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got a random stanford email and almost had a heart attack
ALSO CONGRATS!
Congrats1!
21:15
Miami A, yall I'm so excited I could cry.
21:15
Feel like I can finally stop holding my breath!! Whew!!!
[] baddestbunny
22:16
every time I get accosted by a strange man who follows me around because my male coworkers were too busy talking to walk me back to my car I get closer to saying we need to bring back traditional gender roles
Dkk
22:32
Nice! @Macaque
Dkk
22:32
@Aromatic, Have to guess.
Dkk
22:33
That sucks @Bunny do you have to go to the hospital?
[] baddestbunny
22:40
I said accosted not assaulted
23:35
guys. my notre dame address just went long is this good or bad
1a2b3c4d26z
23:37
Oooooo me too
23:37
omg is this good or bad
Dkk
23:47
Idk if gender roles are gunna fix that then.
23:49
it looks like most people who applied in october last cycle didn't get a decision until january... does it even mean anything that our addresses went long??
hows ED 2 compared to ED 1?
Dkk
0:10
No idea
windyMagician
0:34
reporting live to say my ndls address also went long
does it mean anything ^
Dkk
2:21
NDLS and Fordham took a very long time last year. It's good info for people to know.
[] baddestbunny
4:29
let’s get after it boys and girls
Dkk
5:21
I gtg to bed soon.
Dkk
5:22
Big day today. Gunna be a crazy one. I will sleep through the first half.
good morning lsd it is 5 am EST
also jazzy my ndls address went long ages ago i sadly do not think it means anything
my stanford address also went long LOL i think at most it's an indicator it's under review
WorthlessAttractiveZombie
7:44
My berkeley paragraph finally disappeared. I definitely think it is just an indicator that they are actively reviewing files, and does not mean anything about A, WL, or Rs
WorthlessAttractiveZombie
7:46
Also has anyone's date disappeared for W&L? Mine did last night
7:55
@WorthlessAttractiveZombie: mine did yesterday morning
7:56
Oops sorry I meant Vilanova. Mine disappeared last week
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