Corporate directors face stricter disclosure duties to protect stockholders' interests.
The article discusses the duty of corporate directors to disclose information to stockholders. It examines different situations where this duty applies, such as when directors have personal conflicts of interest or buy stock using insider information. The article suggests that in cases where directors have no personal interest, the disclosure duty should be less strict, requiring proof of negligence, reliance, and damages. It also argues that directors do not have a disclosure duty for statements that do not involve asking stockholders to take action.