Philippine Bar review · Question

Practice question: Special Fact Doctrine

Multiple Choice Medium

Practice question

A controlling director personally leads confidential negotiations that will materially affect share value. Before buying a minority owner's shares, the director conceals the negotiations and the director's own identity. Does buying through an agent necessarily remove the disclosure problem?
  1. Yes, an agent always eliminates fiduciary duties
  2. Yes, concealment supplies consent
  3. Yes, share ownership permits any deception
  4. No, the intermediary does not cure concealment under the stated special circumstances
  5. No, because directors may never buy shares

Legal references

  • Strong v Repide,213US419,May3 1909,main opinion: https://www.govinfo.gov/content/pkg/USREPORTS-213/pdf/USREPORTS-213-419.pdf ; full opinion transcription: https://supreme.justia.com/cases/federal/us/213/419/

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