Malone v. Brincat

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that directors owe fiduciary duties of care and loyalty when they disseminate information to stockholders even when stockholder approval is not sought or required
• holding federal securities law claim does not preclude state derivative suit for breach of fiduciary duty from the same false communications to stockholders
• holding federal securities law claim does not preclude state derivative suit for breach of fiduciary duty from the same false communications to stockholders
• explaining that a plaintiff must plead facts showing that a director “knowingly disseminat[ed] materially false information” and was “deliberately misinforming shareholders”
• explaining that an action for a disclosure violation does not concern reliance, causation, or quantifiable damages but rather includes “a connection to the request for shareholder action”
• explaining that a disclosure violation must be made “in bad faith, knowingly or intentionally”

Source: CourtListener parenthetical corpus (CC0).