Buried-Facts Doctrine Law and Legal Definition

Buried facts doctrine is a rule whereby proxy-statement disclosure is considered inadequate if a reasonable shareholder cannot understand the risks presented by facts scattered throughout the proxy. Under the buried facts doctrine, a court will consider disclosure to be false and misleading only if its overall significance is obscured because material information is "buried," for example, in footnotes or appendices.

The following is an example of a case law on Buried-Facts Doctrine :

Under the "buried facts" doctrine, a disclosure is deemed inadequate if it is presented in a way that conceals or obscures the information sought to be disclosed. The doctrine applies when the fact in question is hidden in a voluminous document or is disclosed in a piecemeal fashion which prevents a reasonable shareholder from realizing the correlation and overall import of the various facts interspersed throughout the document. [Werner v. Werner, 267 F.3d 288 (3d Cir. Pa. 2001)]