3.7.3.3 The duty of disclosure

The word "candour" has crept into case law. In Stroud v. Grace1of 1992, the Delaware Supreme Court reaffirmed its preference for the materiality standard over the concept of "candour", which it found "confusing and imprecise". Next to federal law Delaware State law and state courts can certainly be applicable to cases of misinformation or incomplete information by the board to stockholders in proxy materia1.2