Fiduciary out provides an exception to a non-talk provision and a requirement that a target board recommend a transaction to shareholders.

相关条款规定了不商谈义务的例外情况，并要求目标公司董事会向股东举荐交易。

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Fiduciary duty is generally defined as a requirement that the client's interests be put first and that conflicts of interest be avoided.

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The Dodd Frank legislation aimed to change this, by requiring the Securities and Exchange Commission to study the possibility of having something called the fiduciary standard, that is, the requirement to act in their clients best interests, apply to all sellers of financial services, not just investment advisers as the law currently reads.

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