What is the duty to disclose?

Hypo 1: Bob and Sam are directors of HypoCorp. They are planning on meeting with a potential, large investor, Amy. Bob is aware that Amy is an extremely political, animal rights activist. On the morning before the meeting, Sam shows up in his fanciest, largest, poofiest fur coat, wearing alligator boots, a snake belt, and, for some reason, glasses made out of the shells of baby turtles. Bob looks at Sam, pauses, and says, "Looking snazzy. Alright, let's go in there." When Bob and Sam walk into the room, they greet Amy. Seconds later, they are kicked out of the room. Amy did not invest. Result: It probably would have been better if Bob let Sam know about Amy's personal views towards animal products before the meeting, or asked Sam to quickly change once he saw what Sam was wearing, but this doesn't really rise to the level of "material corporate information," even though it resulted in the company losing a potential investor. Don't get me wrong, you could totally make the argument on an exam that it does qualify, but it just isn't quite in the normal theme of what they are looking for. After all, director's don't need to share every bit of information inside of their head with every other director.

Hypo 2: Bob and Sam are directors at HypoCorp. HypoCorp sells widgets made from a rare, imported wood available only from the country of Hyporico. One day, Sam is having coffee with a friend from Hyporico. The friend mentions that there has been a drought that has killed off acres of Hyporican forests. Sam wasn't aware of this. Sam tells no one. A month later, at a board meeting, Bob announces that their wood supplier in Hyporico will be unable to meet their order, which will cause substantial losses for HypoCorp. Upon hearing that, Sam says, "Totally weird that you say that, because my friend from Hyporico was just telling me about a bunch of their forests dying due to a drought about a month ago." Everyone in the boardroom stares angrily at Sam. Result: Having a heads up about a potential supply chain disruption is absolutely a piece of material corporate information. Had Sam told other directors about this when he first found out, it may have given them time to figure out a solution or, at least, avoid taking on new contracts for orders they may not be able to fulfill.