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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

Duty of Candor

A final fiduciary duty is the duty of candor or the duty of disclosure. Like good faith, the duty of candor is not an independent fiduciary duty, but rather - depending on the circumstances - a subsdiary element of the duty of loyalty or care. The duty of candor implicates a series of legal obligations under both state corporate law and Federal securities laws. The Wayport case that follows summarizes how the duty of candor is implicated depending on the circumstance.