The general standard of materiality that we think best comports with the policies of Rule 14a-9 is as follows: An omitted fact is material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote.
In a Rule 10b-5 case alleging failure to disclose pre-merger negotiations, the Court utilized the TSC Industries standard in an effort to add clarity to the concept of materiality for future or contingent events.