BURIED-FACTS DOCTRINE

buried-facts doctrine.Securities. The rule that a proxy-statement disclosure is inadequate if a reasonable shareholder could fail to understand the risks presented by facts scattered throughout the proxy. • In applying this rule, a court will consider a securities disclosure to be false and misleading if its overall significance is obscured because material information is buried in footnotes, appendixes, and the like. [Cases: Securities Regulation  49.21.][Blacks Law 8th]