We find that the court applied the proper standard of materiality and properly took account of the nature of the transaction in deciding whether the proxy statement disclosed all material information. The materiality issue is “a mixed question of law and fact” whose determination “requires delicate assessments ... [that] are peculiarly ones for the trier of fact”. TSC Industries, 426 U.S. at 450, 96 S.Ct. at 2133. In this circuit, a mixed question of law and fact is reviewable only for clear error in the absence of some showing that the court applied the wrong legal standard. See Sweeney v. Board of Trustees of Keene State College, 604 F.2d 106, 109 n. 2 (1st Cir.1979) (collecting cases); see also Nash v. Farmers New World Life Insurance Co., 570 F.2d 558, 561 n. 7 (6th Cir.1978) (<HOLDING>). In their complaint, the Patriots stockholders
holding the manifest error standard of review is the proper standard to be applied to the mixed question of law and fact presented by a determination of whether a defect presents an unreasonable risk of harm holding that pretext is subject to the clearly erroneous standard holding that when an administrative agencys decision was a mixed question of fact and law a reviewing court should apply a clearly erroneous standard of review recognizing that mixed questions of fact and law that are essentially factual in nature should be reviewed under the clearly erroneous standard as opposed to the generally administered de novo standard holding that even though the court does not usually apply the clearly erroneous standard to mixed questions of fact and law this standard is properly applied to the materiality issue