A non-executive chairman is not under a duty to communicate developing or provisional concerns about the readiness of prospectus documentation to executive directors in advance of a scheduled board meeting, where the documentation remains a work in progress, the chairman has not formed a final view, and there is no reason to think that earlier communication would change the outcome. Directors are not necessarily obliged to share views and concerns with each other as they are being formed and where they remain provisional. Commercial pressures in corporate transactions do not diminish directors' duties to ensure sufficient opportunity to review documentation to be provided to investors.
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