A director who possess a special or secret knowledge of a company’s future plans or resources has a fiduciary duty to disclose that information in a private stock transaction, the Delaware Court of Chancery has ruled invoking the rarely-used "special facts" doctrine.
The court ruled that a defendant acted "with reckless indifference to its truth" when they failed to notify a plaintiff, from whom stock was purchased, about a pending sale of company patents for $9 million.
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