Corporate Interested-Director Transaction Requirements by State
When may an ordinary domestic private business corporation authorize, approve, or ratify a contract or transaction involving an interested director or officer, and what disclosure, disinterested-approval, fairness, quorum, vote, record, and statutory-effect rules apply?
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What this survey covers
An interested-director statute does not answer whether a deal is good or whether the board should approve it. This survey compares the statutory procedure and effect: who and what fall within the conflict rule, what facts must be disclosed, who may approve, which votes count, whether fairness is an alternative, and what the statute says follows from compliance.
Why the state architecture matters
The table has a dominant three-route architecture: informed action by directors who do not share the conflict, informed shareholder action, or a fairness-based alternative. The important variations are inside that apparent consensus. Older statutes often use a short disinterested-director rule and let interested directors count toward quorum; newer provisions define the conflict, related persons, qualified directors and shares, disclosure content, a special quorum, and the point when fairness is judged. States also differ on whether compliance prevents voidability, limits specified interest-based remedies, or instead allocates a fairness burden.
California's statute covers a director's material financial interest and gives separate informed-shareholder, disinterested-board, and just-and-reasonable routes. Its board route requires a sufficient good-faith vote without the interested directors and also requires the transaction to be just and reasonable when authorized, approved, or ratified; interested directors may count toward quorum. Cal. Corp. Code § 310 (accessed September 4, 2026).
Florida uses the approval record to allocate the statutory fairness burden. A disclosed transaction approved by a majority of qualified directors—never one director alone—or by a majority of votes cast by disinterested shareholders puts the lack-of-fairness burden on the challenger; without either condition, the defender bears the fairness burden. Fla. Stat. § 607.0832 (accessed September 4, 2026).
D.C. and Wyoming instead use detailed qualified-director and qualified-share procedures. Their board route requires required disclosure, at least two qualified directors, deliberation and voting outside other directors' presence, and an all-qualified committee; their shareholder route uses a majority of votes cast by qualified shares after notice and disclosure. D.C. Code §§ 29-306.70 to -306.73 and Wyo. Stat. §§ 17-16-860 to -863 (accessed September 4, 2026).
Delaware's current § 144 reaches directors and officers and separates ordinary acts or transactions from controlling-stockholder and going-private transactions. The ordinary branch uses informed disinterested board or stockholder approval or fairness, while the controlling branches add committee, conditioning, and—in a going-private transaction—dual-approval architecture. 8 Del. C. § 144 (accessed September 4, 2026).
Rhode Island illustrates the shorter legacy pattern: it covers directors and officers, uses disclosure or knowledge plus a disinterested-director majority or shareholder vote, and separately permits a fair-and-reasonable route while allowing interested directors to count toward quorum. R.I. Gen. Laws § 7-1.2-807 (accessed September 5, 2026).
Wisconsin is the clearest fairness outlier. Its statute provides informed director and shareholder routes but no fairness-only alternative; it excludes specified interested shares and gives the eligible-share majority its own quorum. Wis. Stat. § 180.0831 (accessed September 5, 2026).
Scope boundaries
This is a statutory procedure comparison, not a fairness opinion or a fiduciary- duty survey. It does not decide whether a conflict exists, disclosure is complete, voters are independent, a transaction is authorized or fair, or a plaintiff or defendant carries a burden. It reports controlling-stockholder, officer, compensation, loan, business-opportunity, and public-company branches only where the interested-transaction statute makes them necessary to identify the ordinary private-corporation rule.
State by state
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| State | Governing law, entity, transaction, and covered-person scope | Interest, relationship, control, and materiality definitions | Required disclosure, facts, timing, knowledge, and recipients | Disinterested or qualified board/committee composition, quorum, vote, and good faith | Disinterested shareholder notice, voting group, quorum, consent, and threshold | Fairness alternative, relevant time, burden, and statutory standard | Interested-person presence, participation, vote, abstention, and written consent | Controlling stockholders, officers, compensation, and special transaction routes | Statutory effect, remedies, records, fiduciary, and public-company boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-04 | Alabama Business Corporation Law, ch. 2A; corporation incorporated under it/predecessor. Covers effected/proposed act/transaction by corporation or controlled entity involving director/officer as party, with known material financial interest, or with known related-person party/material interest (§§ 10A-2A-1.01, -1.40(4), -8.60(a)(1)) |
Control means majority governing-authority election/removal power or majority economic risk/returns. Material financial interest is nonspeculative and judgment-impairing for director/officer; material relationship asks expected impaired objectivity. Related person includes detailed family, household, controlled-entity, governing, fiduciary, and employer branches (§§ 10A-2A-1.43, -2.02(e), -8.60(a)) |
Director/officer discloses conflict existence/nature plus all known subject-matter facts a qualified director would reasonably find material. Board route permits limited modified disclosure for specified confidentiality duties; stockholder route adds action notice, disclosure, and written pre-vote nonqualified-share identification to secretary/tabulator (§ 10A-2A-8.60(a)(14), (c)(1)-(2), (d)(1)-(2)) |
Affirmative majority, but ≥2, qualified directors; committee must be all qualified and majority, but ≥2. Majority/≥2 special quorum. Separate ordinary authorization action required if governing records/law demand more, where nonqualified directors may participate. No separate good-faith condition stated (§ 10A-2A-8.60(c)) |
Majority of votes cast by qualified-share holders; quorum is majority of votes entitled from all qualified shares. Excludes shares held by conflicted director/officer or related person except employer branch; holder includes record, beneficial, and unrestricted voting-trust owner. Separate ordinary authorization may include nonqualified shares (§ 10A-2A-8.60(d)) |
Transaction as whole beneficial to corporation/stockholders in that capacity, considering fair insider dealings and arm's-length comparability given consideration/benefit. Judged at compliant board-action time or legal-obligation time if no board action. Section states no express burden allocation (§ 10A-2A-8.60(a)(7), (13), (b)(2)(iii)) |
Conflicted director/officer may be present, participate, initiate, negotiate, or approve; qualified vote still controls. Board action remains effective when conflicted director signs otherwise compliant all-director consent; nonqualified holders may sign compliant stockholder consent (§§ 10A-2A-8.21, -8.60(c)(1), (5), (d)(7)) |
Express officers and related persons. Controlling-holder transaction uses qualified-board approval, conditioned informed/uncoerced disinterested-holder approval, or fairness; going-private route requires both approvals or fairness. Certificate may limit corporate-opportunity duty, with officer/related-person application needing qualified-director approval; board generally fixes director compensation (§§ 10A-2A-2.02(b)(6), -8.11, -8.60(a), (e)) |
Qualifying route limits interest-based equitable relief, director/officer damages, or sanctions; controlling route expressly reaches fiduciary-duty claims but is not blanket validation. Independent authorization is preserved; meeting/no-meeting records required. Act 2026-495 effective Aug. 1, 2026 and does not affect civil proceedings completed/pending by that date (§§ 10A-2A-8.60(b)-(e), -16.01; Act 2026-495 §§ 6, 8) |
| Alaska verified 2026-09-04 | Alaska Corporations Code § 10.06.478; ordinary domestic corporation. Covers contract/other transaction with one or more directors, or another corporation/firm/association where a director has material financial interest; common-directorship transaction separately covered. No proposed, completed, subsidiary, controlled-entity, or general officer formula |
Material financial interest is not defined generally. Common directorship alone is not one; a director is not interested in another director's compensation resolution merely because both receive corporate compensation. No related-person, family, control, independence, or indirect-interest definition (§ 10.06.478(a)-(c)) |
Material transaction and director-interest facts fully disclosed/known to shareholders for shareholder route or board for board route. Common-director board route requires material transaction and other-directorship facts. No source, writing, confidential-information alternative, or advance timing (§ 10.06.478(a), (c)) |
Good-faith board authorization/approval/ratification by sufficient vote without interested directors; validity proponent must also prove just/reasonable. Interested/common directors may count toward quorum. Board committees cannot authorize/approve/ratify § 478 transactions (§§ 10.06.468(a)(9), 10.06.478(a)(2), (c)-(d)) |
Interested-financial route: good-faith shareholder approval after disclosure, with interested directors' shares not entitled to vote. General default is majority of represented entitled shares at quorate meeting; no separate group rule. Common-director route states good-faith shareholder approval without that exclusion (§§ 10.06.415, 10.06.478(a)(1), (c)) |
No standalone fairness route. Interested-director board route also requires person asserting validity to prove transaction just and reasonable to corporation at authorization/approval/ratification; no statutory factors or proof standard. Common-director and shareholder routes state no fairness element (§ 10.06.478(a)-(c)) |
Presence/party status does not alone create voidability; interested/common directors count toward quorum but board-route vote must suffice without theirs. No conflict consent exception: general board consent is identical, signed by all, filed with minutes, and has unanimous-vote effect, creating no express abstention route (§§ 10.06.475(b), 10.06.478(a), (c)-(d)) |
No general officer, controlling-stockholder, going-private, loan, corporate-opportunity, or public-company branch. Separate common-director route. Another director's compensation resolution does not interest a director solely because both receive compensation; board generally fixes director compensation unless articles say otherwise (§§ 10.06.450(a), 10.06.478(b)-(c)) |
Qualifying route makes contract/transaction neither void nor voidable because covered parties, interest, or director presence; does not declare authorization, enforceability, or fiduciary compliance, and § 478 preserves AS 45.50 restraints. Corporation keeps complete shareholder/board/committee minutes; no conflict-specific filing (§§ 10.06.430(a), 10.06.478(a), (c), (e)) |
| Arizona verified 2026-09-04 | A.R.S. §§ 10-860 to -863; transaction effected/proposed by corporation, subsidiary, or other corporation-controlled entity respecting which corporation director has conflicting interest. Ordinary route names directors, not officers (§§ 10-860(1)-(2), 10-861) |
Known-at-commitment conflict includes director/related-person party status or beneficial financial/close link financially significant enough reasonably to influence judgment; board-significant transaction also reaches director's other entity/control/common-control or general-partner/principal/employer ties. Related-person family/home/trust/estate/fiduciary list (§ 10-860(1)-(3), (5)) |
Director discloses existence/nature plus all known subject-matter facts ordinarily prudent person would reasonably believe material. Board route allows knowledge; confidentiality-duty branch permits modified disclosure before vote plus no deliberation/vote. Shareholder route adds transaction notice, required disclosure/knowledge, and pre-vote share-identification to secretary/tabulator (§§ 10-860(4), 10-862(A)-(B), 10-863(A), (C)) |
Majority, but ≥2, qualified directors who vote after disclosure/knowledge; same majority/≥2 is special quorum. Committee must be all qualified and either all board-qualified directors or majority-appointed by them. Nonqualified presence/vote does not affect compliant action; no separate good-faith condition stated (§ 10-862) |
Majority of all votes entitled from qualified shares and same voting-power quorum after notice/disclosure. Excludes shares known before vote to be beneficially owned/vote-controlled by conflicted director/related person. Identification-only failure permits court discretion if director proves no outcome determination or intended influence (§ 10-863) |
Transaction established fair to corporation under circumstances at commitment time: consummation, or contractual point when unilateral withdrawal entails significant loss/liability/damage. Remedy seeker first proves by clear and convincing evidence that none of § 10-861(B)'s routes applies; no fairness factor list or separate who-proves-fair allocation (§§ 10-860(5), 10-861(B)-(C)) |
Nonqualified director presence/vote does not affect compliant board action; modified confidentiality route requires conflicted director play no direct/indirect part in deliberation/vote. Ordinary no-meeting board action requires all directors' consents; general shareholder consent has meeting-vote effect but must still satisfy qualified-share procedure (§§ 10-704, 10-821, 10-862(B)-(C), 10-863) |
No ordinary officer, controlling-stockholder, going-private, or public-company conflict branch in article. Board generally fixes director compensation unless articles/bylaws provide otherwise. No separate business-opportunity route in §§ 10-860 to -863 (§ 10-811) |
Non-conflict transaction cannot face injunction/set-aside/damages/other sanctions merely for director/associate interest; conflict transaction gets same limited effect upon route, subject to claimant's clear-and-convincing threshold. Tabulator failure permits tailored court action; permanent meeting/consent/committee records required. Authorization, governing documents, fiduciary, securities, and other grounds remain (§§ 10-861, 10-863(D), 10-1601(A), (D)) |
| Arkansas verified 2026-09-04 | Arkansas Business Corporation Act of 1987; transaction with corporation involving a director’s direct/indirect interest. Earlier corporations that did not elect into Act remain under preexisting law (§§ 4-27-831(a), 4-27-1701, 4-27-1706) |
Indirect interest where another party is an entity in which director has material financial interest/general-partner status or serves as director/officer/trustee; text says transaction should be board-considered. No defined materiality/control/related-person test (§ 4-27-831(b)) |
Material facts of transaction and director’s interest disclosed to or known by board/committee or shareholders entitled to vote before authorization, approval, or ratification. Fairness route has no disclosure predicate; no special writing/confidentiality mechanism (§ 4-27-831(a)) |
Affirmative majority of board/committee directors without direct/indirect interest; never one director alone. That approving majority establishes conflict quorum. No separate good-faith or exclusion-from-deliberation condition stated (§ 4-27-831(c)) |
Majority of eligible shares; excludes shares owned/vote-controlled by interested director or material-interest/general-partner entity. Quorum is majority of eligible shares “whether or not present”; excluded shares count for other Act approvals (§ 4-27-831(d)) |
Independent alternative: transaction was fair to corporation. No measurement time, fairness elements, or burden allocation stated (§ 4-27-831(a)(3)) |
Interested director’s presence/vote does not affect otherwise compliant approval but cannot supply no-interest majority. General board written action requires all directors’ action and signed consents unless articles/bylaws provide otherwise (§§ 4-27-831(c), 4-27-821) |
Conflict section names directors; no controlling-stockholder or general officer route. Board fixes director pay unless articles/bylaws say otherwise. Director loan/guarantee has separate eligible-share or corporate-benefit board approval (§§ 4-27-811, 4-27-831, 4-27-832) |
Qualifying transaction not voidable by corporation solely because of director interest; no general liability/remedy immunity stated. Permanent meeting and no-meeting action records required; unlawful loan does not erase borrower’s loan liability (§§ 4-27-831(a), 4-27-832(b), 4-27-1601(a), (d)) |
| California verified 2026-09-04 | California General Corporation Law; ordinary domestic private corporation. § 310(a) covers corporation-director contracts/transactions and corporation-entity deals where director has material financial interest; § 310(b) separately covers common directors. Section names directors, not a general officer-conflict route (§§ 100, 310) |
Material financial interest is not generally defined in § 310. Mere common directorship is not material under subsection (a) and instead uses subsection (b); director is not interested in resolution setting another director's compensation merely because first director is also compensated (§ 310(a)-(b)) |
Material facts about transaction and director's interest must be fully disclosed or known to voting shareholders or board/committee; common-director route uses transaction and other-directorship facts. Written-consent disclosures go to noninterested/noncommon directors before signing and appear conspicuously in their consents (§§ 307(b), 310(a)-(b)) |
Board/committee acts in good faith by vote sufficient without interested directors; material-financial-interest route also requires transaction just/reasonable at authorization, approval, or ratification. Interested/common directors may count for quorum; ordinary quorum/vote rules remain subject to § 310 (§§ 307(a)(7)-(8), 310(a)(2), (b)(1), (c)) |
Material facts disclosed/known; approval in good faith. Under § 153: majority of shares represented/voting at quorate meeting, with affirmative shares at least majority of required quorum, or written consent/higher governing threshold. Interested director's shares cannot vote under § 310(a)(1); common-director subsection states no parallel share exclusion (§§ 153, 310(a)(1), (b)(1)) |
Material-interest board route independently requires just/reasonable transaction; without board/shareholder route, person asserting validity bears proof transaction was just/reasonable at authorization, approval, or ratification. Common-director transaction may separately qualify by being just/reasonable at that time (§ 310(a)(2)-(3), (b)(2)) |
Interested/common directors may count toward meeting quorum, but conflict-route board vote must suffice without them. Written action may include interested/common director who abstains in writing after advance disclosure and conspicuous consent disclosure; defective disclosure deems action approved but shifts just/reasonable burden to validity proponent (§§ 307(b), 310(c)) |
§ 310 names directors, not officers or a controlling-stockholder procedure. Separate branches cover common directorship and material-financial-interest transactions; mere common directorship is not material, and setting another director's compensation does not interest a director solely because both receive corporate compensation (§ 310(a)-(b)) |
Compliance prevents contract/transaction being void or voidable because of covered party status, interest, or presence. General defective-action § 119 cannot ratify/validate noncompliance with § 310(a)-(b). Corporation keeps shareholder/board/committee minutes; conflict procedure does not decide independent authorization, fairness, fiduciary, securities, remedy, or public-company issues (§§ 119(a)(5)(B), 1500, 310) |
| Colorado verified 2026-09-04 | Colorado Business Corporation Act; ordinary domestic for-profit corporation. Conflicting-interest transaction includes corporation loan/assistance or guaranty, contract/transaction, and corporate-opportunity taking involving director or specified interested entity (§§ 7-101-401(11), 7-108-501(1)(a)) |
Interested entity where director is director/officer or has financial interest known and material to director; wholly owned parent and wholly owned corporation subsidiary transactions excluded. No disinterested, financial-interest, knowledge, materiality, or independence definition in section (§ 7-108-501(1)) |
Material facts as to director relationship/interest and transaction or opportunity disclosed or known to board/committee or shareholders entitled to vote before qualifying approval. No special writing, confidential-information, tabulator, director-source, or fuller timing rule (§ 7-108-501(2)(a)-(b), (3)(a)-(b)) |
Board/committee in good faith approves by affirmative majority of disinterested directors even below quorum; common/interested directors may count toward meeting quorum. No minimum-two, committee-selection, or qualified-only deliberation condition stated (§ 7-108-501(2)(a), (3)(a), (4)) |
Disinterested votes favoring approval must exceed opposing votes; articles-created multiple groups each vote separately. Default quorum is majority of disinterested votes entitled in group, never below one-third; articles may otherwise adjust above floor. General written consent requires unanimity or express articles authorization (§§ 7-107-104(1), (5), 7-108-501(2)(b), (3)(b), (5)) |
Conflict transaction fair to corporation is standalone alternative; section states no fairness definition, factors, relevant time, or burden allocation. Corporate-opportunity branch has approval routes but no separate fairness alternative (§ 7-108-501(2)(c), (3)) |
Interested director's presence, participation, or counted vote is not sole sanction ground after qualifying route; common/interested directors count for quorum but approval uses disinterested vote. General no-meeting board action requires every director's written consent; no special conflict abstention route (§§ 7-108-202, 7-108-501(2), (4)) |
Express loan, assistance, guaranty, corporate-opportunity, wholly owned parent/subsidiary exclusion, and articles-authorized opportunity-disclaimer branches. Officer role matters through director's other-entity office; no independent officer, controlling-stockholder, going-private, compensation, or public-company route (§ 7-108-501(1), (3)) |
Upon route, no void/voidable result, injunction/set-aside, damages, or other sanctions solely for conflict/presence/participation/vote; opportunity route similarly bars listed relief solely because director took it. Conduct and liability rules remain expressly subject to § 7-108-501; permanent meeting/consent/committee/waiver records required (§§ 7-108-401(1), 7-108-402(1)(f), 7-108-501(2)-(3), 7-116-101(1), (4)) |
| Connecticut verified 2026-09-04 | Connecticut Business Corporation Act, §§ 33-600 to -998; domestic stock corporation. Covers effected/proposed transaction by corporation or controlled entity involving corporate director as party, with known material financial interest, or with known related-person party/material interest at relevant time (§§ 33-600, 33-602(6), 33-781(1)) |
Control means majority governing-body election/removal power or majority risk-of-loss/residual-return exposure. Material financial interest/relationship asks reasonably expected impaired objectivity. Related person includes detailed family, household, controlled-entity, governing/fiduciary, and employer branches (§§ 33-605, 33-781(2), (4)-(5)) |
Director discloses conflict existence/nature plus all known subject-matter facts a conflict-free director would reasonably find material. Board route permits limited modified disclosure for specified confidentiality duties; shareholder route adds action notice, disclosure, and written pre-vote nonqualified-share identification to secretary/tabulator (§§ 33-781(7), 33-783(a)-(b), 33-784(a)-(b)) |
Affirmative majority, but ≥2, qualified directors. Committee all qualified and either all board-qualified directors or their majority appointees. Majority/≥2 special quorum; nonqualified presence/vote does not affect action. Separate ordinary authorization if documents/law demand more; no additional good-faith condition stated (§§ 33-605(a)(4), 33-783) |
Majority of votes cast by qualified-share holders; quorum is majority of votes entitled from all qualified shares. Excludes shares held by conflicted director or related person except employer branch; holder includes record and beneficial shareholder. Nonqualified shares may join separate authorization (§ 33-784) |
Transaction as whole beneficial to corporation, taking account of fair director dealings and arm's-length comparability given consideration. Judged at compliant board-action time or legal-obligation time if no board action; statute requires fairness be established but does not expressly name burden bearer (§§ 33-781(3), (6), 33-782(b)(3)) |
Nonqualified director's presence/vote does not affect compliant qualified action; no exclusion from deliberation stated. General no-meeting board action requires each director's signed consent and all-director delivery; conflict provisions state no special abstention or conflicted-signature route (§§ 33-749, 33-783(c)-(d)) |
No controlling-stockholder, going-private, compensation, loan, or general officer-conflict route in §§ 33-781 to -784. Separate business-opportunity rule covers director/officer using qualified-director or qualified-share disclaimer procedure, or certificate limitation with officer-related approval (§ 33-785) |
Nonconflict transaction and qualifying conflict route bar interest-ground equitable relief, director damages, or sanctions in named shareholder/corporate proceeding; independent authorization expressly preserved. Permanent meeting/no-meeting action records required. Governing-document, fiduciary, securities, public-company, and other grounds remain (§§ 33-782 to -784, 33-945) |
| Delaware verified 2026-09-04 | DGCL § 144; Delaware corporation. Ordinary branch covers an act/transaction involving the corporation or subsidiaries and its directors/officers, or another entity where they hold a listed role or financial interest; controlling transactions use §§ 144(b)-(c) (§ 144(a)-(c)) |
Disinterested director is not a party and lacks a material interest or material relationship with a materially interested person; material interest includes an actual/potential nongeneral benefit or avoided detriment expected to impair director objectivity; material relationship includes familial, financial, professional, employment, or other ties meeting the statutory test (§ 144(e)(4)-(5), (7)-(8)) |
Board route: all board/committee members receive or know material relationship/interest and transaction facts, including initiation, negotiation, or approval involvement. Stockholder route requires an informed, uncoerced vote but § 144(a)(2) states no separate delivery, writing, recipient, or advance-time formula (§ 144(a)(1)-(2)) |
Good-faith, non-grossly-negligent authorization by majority of disinterested directors then serving, even below quorum; if board majority is not disinterested, approval/recommendation must come from a 2+-member committee whose members the board determined disinterested. Interested/common directors count toward quorum (§ 144(a)(1), (d)(1)) |
Informed, uncoerced affirmative vote of a majority of votes cast by disinterested stockholders. § 144(a)(2) states no separate conflict quorum, voting-group allocation, outstanding-share floor, meeting-notice content, or written-consent formula (§ 144(a)(2)) |
Separate route if the act/transaction is fair to the corporation and its stockholders. Current § 144 states no relevant time, fairness elements, or express burden allocation; the same fairness wording appears for controlling and going-private transactions (§ 144(a)(3), (b)(3), (c)(2)) |
Presence, participation, initiation/negotiation/approval involvement, and a counted director vote are listed conflict-related grounds protected by a qualifying route; interested/common directors count toward meeting quorum. § 144 states no special consent abstention; ordinary board/committee action without meeting requires all-member consent filed with minutes (§§ 141(f), 144(a), (d)(1)) |
Express officer coverage. Non-going-private controlling transaction uses disinterested committee, conditioned disinterested-stockholder, or fairness route; going-private uses both committee and stockholder routes or fairness. Listed-company director presumption and § 251(h) deemed-vote rule apply; no separate compensation, loan, or corporate-opportunity branch (§ 144(b)-(e)) |
Qualifying ordinary route bars equitable relief/damages against director/officer on enumerated conflict, benefit, presence, participation, involvement, or vote grounds—not all claims. Savings preserve authorization/governing-document/governmental-plan challenges, change-control injunction review, and aiding claims; written board consents go with minutes. 2025 rewrite is retroactive subject to stated pre-Feb. 18 exceptions (85 Del. Laws ch. 6, § 3; §§ 141(f), 144(a), (d)(6)) |
| District of Columbia verified 2026-09-04 | D.C. Business Corporation Act §§ 29-306.70 to -306.73; ordinary domestic corporation. Covers effected/proposed transaction by corporation or controlled entity where director is party, knowingly has material financial interest, or knows related person is party/interested at relevant time; no general officer route (§ 29-306.70(1)-(2)) |
Control means majority governing-body election/removal power or majority risk/residual returns. Material financial interest reasonably expected to impair director objectivity; related-person list covers family/household, controlled entity, other-governor/fiduciary roles, and director employer/controlled entity. Qualified director lacks conflict or influential material relationship (§§ 29-301.21, -306.70) |
Required disclosure: conflict existence/nature plus all known transaction facts a conflict-free director would reasonably see as material. Board modified route only for related-person governor/fiduciary or employer tie plus legal/confidential/ethics duty; disclose nonviolative facts, conflict, and duty nature. Share route adds written unqualified-share statement before vote (§§ 29-306.70(7), -306.72(b), -306.73(a)-(b)) |
Majority, never fewer than 2, of qualified directors who vote after disclosure; they deliberate/vote outside every other director's presence/participation. Committee must be all qualified and comprise all board-qualified directors or appointees of their majority. Qualified quorum is majority, never fewer than 2; no express good-faith/negligence condition (§ 29-306.72(a)-(c)) |
Majority of votes cast by qualified shares after action notice, written share statement, and required disclosure. Qualified excludes known/notified shares held by conflicted director or most related persons; quorum is majority of votes entitled from all qualified shares. No special voting-group rule; separate authorization may count unqualified shares (§ 29-306.73) |
Transaction must be established fair at relevant time: beneficial as whole, considering fair director dealings and arm's-length comparability given consideration. Relevant time is qualified-director action or legal obligation if not brought to board/committee. No burden assigned here; § 29-306.31(c)(1) preserves otherwise applicable fairness burden (§§ 29-306.31(c)(1), -306.70(3), (6), -306.71(b)(3)) |
Qualified voters deliberate/vote outside presence and without participation of every other director; independent authorization may include nonqualified directors. General board consent requires every director's signed record; conflict part supplies no consent abstention. Shareholder consent follows general § 29-305.04 while still satisfying qualified-share procedure (§§ 29-305.04, -306.21, -306.72(a)(1), (d), -306.73) |
No express officer, controlling-stockholder, going-private, compensation, loan, or listed-company route in conflict part. § 29-306.80 separately lets qualified directors/shareholders disclaim corporate opportunity after advance all-material-facts disclosure; not using it creates no inference or burden change (§ 29-306.80) |
Compliant director/shareholder action or established fairness bars equitable relief, damages, or sanctions against director on interest ground; nonconflicting transaction gets parallel protection. Separate authorization and otherwise-applicable fairness burden remain. Permanent meeting, no-meeting, and committee records required; no conflict-specific filing (§§ 29-306.31(c), -306.71 to -306.73, -313.01(a)) |
| Florida verified 2026-09-04 | Florida Business Corporation Act, ch. 607; domestic for-profit corporation. Covers corporation-director transaction or another-entity transaction where director is direct/indirect party (other than merely as corporate shareholder) and has direct/indirect material financial or other material interest. Section names directors, not general officer route (§§ 607.01401(13), 607.0832(1)(a)) |
Indirect party: material financial interest in, or director/officer/member/manager/partner of, other party. Indirect material financial interest includes family member or controlled/controlling entity interest. Material interest reasonably expected to impair judgment objectivity; family list specified. Qualified director excludes conflicted director and one materially related to conflicted director (§§ 607.0143, 607.0832(1)) |
Material facts of transaction and director's interest disclosed or known to board/committee that authorizes/approves/ratifies, or shareholders who vote; § 607.0832 states no separate director-delivered written disclosure, modified-confidentiality, or tabulator statement (§ 607.0832(3)(a)) |
Majority of qualified directors, even if fewer than quorum, after disclosure/knowledge; single director alone cannot use route. Qualified director has no conflict transaction or material relationship with conflicted director. Separate ordinary authorization still required if conflict vote misses applicable quorum/vote, and nonqualified directors may participate there (§§ 607.0143, 607.0832(3)(a)1., (6)) |
Majority votes cast by disinterested shareholders, or written consent representing majority of all disinterested votes, after disclosure/knowledge. Interested-director-owned/controlled shares excluded; majority of eligible shares whether present forms conflict quorum. Separate ordinary authorization may count interested shares (§ 607.0832(3)(a)2., (7)) |
Fair when whole transaction benefits corporation/shareholders, considering director dealings and arm's-length comparability. Fairness at authorization, approval, effectuation, or ratification supplies stated protection. Qualified approval shifts lack-of-fairness burden to challenger; absent both approval routes, defender proves fairness (§ 607.0832(1)(b), (2)-(3)) |
Interested presence/vote does not affect otherwise compliant conflict action and may count for separate ordinary authorization. Ordinary board/committee written action requires all members' signed, delivered consents unless articles/bylaws say otherwise; § 607.0832 states no special interested-director abstention mechanism (§§ 607.0821, 607.0832(4), (6)) |
Core § 607.0832 covers directors, not officers, controlling stockholders, or going-private transactions; no compensation-specific branch. Corporate loans, guarantees, or assistance to officers/directors/employees under § 607.0833 remain subject to § 607.0832 (§§ 607.0832-.0833) |
If fair, transaction not void/voidable and conflict is not ground for equitable relief, damages, or sanctions because of interest, presence, or counted vote. Approval routes allocate fairness burden and do not block proof voter was not disinterested; corporation preserves meeting/action records. Separate authorization, fiduciary, securities, public-company, and remedy questions remain (§§ 607.0832(2)-(7), 607.1601(1)(e)) |
| Georgia verified 2026-09-04 | Georgia Business Corporation Code; ordinary domestic for-profit corporation. Director rule reaches proposed/effected transactions by corporation, subsidiary, or other entity it controls; separate § 14-2-864 covers nondirector officers and officer related persons (§§ 14-2-140(4), -860(1)-(2), -864(a)) |
Conflict includes director/related-person party or significant beneficial interest expected to influence judgment; significant board-level transaction with linked entity/controller/common-control party or director's general partner/principal/employer. Related person includes specified family/household/trust beneficiaries and fiduciary subjects. Time of commitment is consummation or significant-loss contractual obligation (§ 14-2-860) |
Director discloses existence/nature of conflict plus all known transaction facts ordinarily prudent person would view material. Qualified directors receive before vote; confidentiality route permits limited disclosure only for nonparty director/close-family case and requires no deliberation/vote. Shareholders receive transaction notice and disclosure; director gives tabulator written-equivalent ownership/control data (§§ 14-2-860(4), -862(a)-(b), -863(a), (d)) |
Majority, but at least 2, qualified directors who vote after disclosure; committee must be duly empowered. Majority, never fewer than 2, of all qualified directors is conflict quorum. Qualified excludes conflicted director and one with influential familial/financial/professional/employment relationship; nonqualified presence/vote does not upset compliant action (§ 14-2-862) |
Majority of votes entitled to be cast by all qualified shares—not merely votes cast—after transaction notice, tabulator information, and disclosure. Excludes shares known before vote to be beneficially owned/vote-controlled by conflicted director or related person; same majority is quorum. Court may address certain nondeterminative/unintended director-reporting failures (§ 14-2-863) |
Separate route when transaction, judged in circumstances at time of commitment, is established fair to corporation. Statute gives no element list or express burden sentence; time of commitment means consummation or contract point when unilateral withdrawal entails significant loss/liability/damage (§§ 14-2-860(5), -861(b)(3)) |
Nonqualified director's presence/vote does not affect compliant ordinary disclosure action; confidentiality-based modified disclosure requires conflicted director to play no direct/indirect part in deliberations/vote. Ordinary action without meeting requires every director's signed/delivered consent; no special conflict-consent abstention route stated (§§ 14-2-821, -862(b)-(c)) |
Separate nondirector-officer route covers corporation/controlled-entity transaction with officer or officer related person: board or shareholder approval after required disclosure, or established fairness at commitment. It states no disinterested-vote formula. No controlling-stockholder/going-private branch; business-opportunity disclaimer is separate Part 7 (§ 14-2-864) |
Compliant director route prevents injunction, set-aside, damages, or other sanctions on ground of director/associate interest; nonconflict transaction gets same interest-ground protection. Officer route parallels effect and separately bars voidability solely for presence/participation. Permanent minutes, consents, committee-action records required. Independent authorization, fiduciary, securities, public-company, other-ground remedies remain (§§ 14-2-861, -864(b)-(c), -1601(a)) |
| Hawaii verified 2026-09-04 | Hawaii Business Corporation Act; proposed/completed corporation, subsidiary, or controlling-interest-entity transaction involving director’s conflicting interest. No standalone officer route in subpart (§§ 414-261 to -264) |
Commitment-time known party or financially influential beneficial interest; related family/household/beneficiary/fiduciary branches and, for board-considered transactions, linked entities/principals/employers. Qualified director has no conflict or listed relationship expected to influence judgment (§§ 414-261, -263(d)) |
Director discloses conflict’s existence/nature and known facts ordinarily prudent person would deem material; qualified voters need unknown facts. Modified disclosure has party-status/duty/nonparticipation conditions. Shareholder notice/disclosure plus pre-vote holder/share report; no express writing requirement for that report (§§ 414-261, -263(b), -264) |
Majority, at least two, of qualified directors voting; quorum majority, at least two, of all qualified directors on body. Duly empowered all-qualified committee contains all qualified board directors or their majority-appointed members; no general exclusion-from-deliberation condition (§ 414-263) |
Majority of votes entitled to be cast by all qualified shares, also quorum. Excludes pre-vote-known director/related-person beneficially owned or vote-controlled shares; required notice/disclosure/report. Nonqualified-share presence/votes do not defeat otherwise compliant action (§ 414-264) |
Established fair at time of commitment; no fairness elements or named-party burden allocation. Commitment is consummation or contractual obligation whose unilateral withdrawal entails significant loss/liability/damage (§§ 414-261, -262(b)(3)) |
Ordinary qualified action unaffected by nonqualified director presence/vote; modified-disclosure director plays no direct/indirect part in deliberation/vote. General board consent unanimous, written signed or authenticated electronic; last consent effective unless specified otherwise (§§ 414-263(b)-(c), -212) |
No controlling-holder, general officer, going-private, or opportunity branch in subpart. Corporate subsidiary/controlling-interest-entity transactions included. Board may fix director compensation unless articles/bylaws provide otherwise (§§ 414-261 to -264, -201) |
No injunction, setting aside, damages, or other sanctions on specified director/associate-interest ground in shareholder/corporate proceeding if route met. Court discretion for sole share-report failure. Detailed shareholder/board minutes and convertible account records required (§§ 414-262, -264(e), -470) |
| Idaho verified 2026-09-04 | Idaho Business Corporation Act, ch. 29; proposed/completed corporation or controlled-entity transaction involving director’s defined interest. Ordinary conflict remedy provision names directors; opportunity rule separately includes officers (§§ 30-29-860 to -863, -870) |
At relevant time: director party, known material financial interest, or known related-person party/interest. Control uses board power or majority risk/returns; related family/household/entity/fiduciary/employer branches. Materiality and qualification use expected judgment impairment (§§ 30-29-143, -860) |
Existence/nature of conflict plus known transaction facts material to conflict-free director; director supplies unknown facts to qualified voters. Confidentiality branch has mismatched cross-reference. Shareholder notice/disclosure plus prior written nonqualified-share counts/holders to tabulator (§§ 30-29-860(7), -862(b), -863) |
Majority, at least two, of qualified directors voting after disclosure; quorum majority, at least two, of all qualified directors on body. Qualified-only deliberation/vote; all-qualified committee includes all qualified board directors or their majority-appointed members (§ 30-29-862) |
Majority of qualified votes cast; quorum majority of qualified entitled votes. Excludes known/notified director/related-person holdings except employer branch; includes record, beneficial, unrestricted voting-trust owners. Meeting electorate fixed at notice record date (§ 30-29-863) |
Established fair at relevant time: beneficial as whole, considering director dealings and arm’s-length comparability given consideration. Relevant time qualifying board action or, without it, binding corporate commitment; no general named-party burden allocation (§§ 30-29-860(3), (6), -861(b)(3)) |
Other directors excluded from qualified deliberation/vote; may join independently required authorization. Nonqualified-share presence/votes do not spoil compliant action. General board action needs all signed consents delivered unless records require meeting; later effective time and precompletion revocation allowed (§§ 30-29-821, -862, -863) |
No controlling-holder branch. Board fixes director compensation absent contrary articles/bylaws. Opportunity rule covers directors/officers/indirect pursuit, informed precommitment disclaimer or compliant articles duty limitation (§§ 30-29-811, -860 to -863, -870) |
Bars specified interest-ground equitable relief/damages/sanctions against director in shareholder/corporate proceedings; independent authorization remains. Court discretion for sole share-reporting defect; keep shareholder, board, committee minutes/action records (§§ 30-29-861 to -863, -1601) |
| Illinois verified 2026-09-04 | Illinois Business Corporation Act of 1983; ordinary domestic private corporation. Covers transaction where corporate director is direct/indirect party; section names directors, not a general officer-conflict or merely interested-relationship route (§§ 1.01, 8.60) |
Indirect party means other party is entity where director has material financial interest or is officer, director, or general partner. Section does not define material, related person, control, independence, or disinterested (§ 8.60(b)) |
Material facts of transaction and director's interest or relationship disclosed or known to board/committee or shareholders entitled to vote before their authorization, approval, or ratification; no special written/confidentiality/tabulator disclosure stated (§ 8.60(a)(1)-(2)) |
Board/committee authorization, approval, or ratification by affirmative majority of disinterested directors, even below quorum, removes validity proponent's fairness burden. No minimum two-director, good-faith, committee-selection, or exclusion-from-deliberation condition stated (§ 8.60(a)(1)) |
Shareholders entitled to vote act after disclosure/knowledge without counting any shareholder vote of an interested director. Default meeting: majority of entitled votes represented forms quorum (never below one-third); majority represented/entitled approves, subject to greater Act/articles or class vote (§§ 7.60, 8.60(a)(2)) |
Transaction must be fair at authorization, approval, or ratification for interest not to invalidate it. Validity proponent bears fairness burden unless informed disinterested-board or shareholder route applies. No statutory fairness definition or express post-approval challenger burden (§ 8.60(a)) |
If transaction fair, direct/indirect party status does not invalidate transaction or director's vote; conflict approval still uses disinterested majority or excludes interested-director shareholder vote. Written board/committee action requires all entitled voters' signatures. Present director conclusively assents unless statutory dissent recorded/filed/mailed (§§ 8.45, 8.60(a), 8.65(b)) |
No controlling-stockholder, going-private, compensation, or separate special-transaction route in § 8.60. Corporate officers are covered only when a director is indirectly a party by serving as officer of other transaction party; section does not independently cover an interested officer (§ 8.60(b)) |
If transaction fair, director's direct/indirect party status is not ground to invalidate transaction or vote; approvals alter fairness burden, not a universal validity declaration. Corporation keeps board/committee/shareholder minutes; consent approvals filed with corporate records. Independent authorization, fiduciary, securities, public-company, enforcement, and remedy issues remain (§§ 7.75(a), 8.45(b), 8.60) |
| Indiana verified 2026-09-04 | Indiana Business Corporation Law; ordinary domestic for-profit corporation. Covers a transaction with the corporation in which its director has a direct or statutory indirect interest; no independent officer-conflict route (§§ 23-1-20-5, 23-1-35-2(a)-(b)) |
Indirect interest when another party is an entity in which director has material financial interest or is general partner, or an entity where director is director/officer/trustee and transaction is or must be board-considered. No materiality, related-person, control, or independence definition (§ 23-1-35-2(b)) |
Material facts of transaction and director's interest disclosed or known to board/committee or shareholders entitled to vote before their authorization, approval, or ratification; no special writing, confidential-information, tabulator, or fuller timing rule (§ 23-1-35-2(a)(1)-(2)) |
Affirmative majority of board/committee directors with no direct or indirect interest; never one director. Their majority supplies the conflict-procedure quorum. No separate good-faith, appointment, deliberation, or exclusion condition stated (§ 23-1-35-2(c)) |
Shareholders entitled to vote act after disclosure/knowledge; interested director/control and covered-entity shares may count. Default meeting quorum is majority of entitled votes per group; votes for must exceed against, subject to articles/Act. Private-company consent may use meeting-equivalent votes unless articles opt out (§§ 23-1-29-4, 23-1-30-6 to -7, 23-1-35-2(a)(2), (d)) |
Transaction fair to corporation is a standalone alternative; section defines no fairness elements, relevant time, or burden allocation (§ 23-1-35-2(a)(3)) |
Interested director's presence or vote does not affect qualifying board action; vote is not needed for the conflict majority. General no-meeting board action requires every director's signed consent, with no special conflict abstention route; meeting dissent/abstention must be preserved (§§ 23-1-34-2, 23-1-34-5(d), 23-1-35-2(c)) |
No controlling-stockholder, general officer, compensation, going-private, or public-company branch in § 23-1-35-2. Separate director-loan/guarantee and corporate-business-opportunity procedures apply (§§ 23-1-35-3, 23-1-35-5) |
Not voidable by corporation solely because of director's interest if one statutory route applies; not a general validity finding. Director duties/liability rules remain separate; permanent meeting, consent, and committee-action records required (§§ 23-1-35-1, 23-1-35-2(a), 23-1-52-1(a), (d)) |
| Iowa verified 2026-09-04 | Iowa Business Corporation Act, ch. 490; domestic for-profit corporation. Covers effected/proposed transaction by corporation or controlled entity involving corporate director as party, with known material financial interest, or with known related-person party/material interest at relevant time (§§ 490.101, .140(6), .860(2)) |
Control means majority governing-body election/removal power or majority risk-of-loss/residual-return exposure. Material financial interest/relationship asks reasonably expected impaired objectivity. Related person includes detailed family, household, controlled-entity, governing/fiduciary, and employer branches (§§ 490.143, .860(1), (4)-(5)) |
Director discloses conflict existence/nature plus all known subject-matter facts a conflict-free director would reasonably find material. Board route permits limited modified disclosure for specified confidentiality duties; shareholder route adds action notice, disclosure, and written pre-vote nonqualified-share identification to secretary/tabulator (§§ 490.860(7), .862(1)-(2), .863(1)-(2)) |
Affirmative majority, but ≥2, qualified directors; they deliberate/vote outside every other director's presence. Committee all qualified and either all board-qualified directors or their majority appointees. Majority/≥2 special quorum; separate ordinary authorization if documents/law demand more. No additional good-faith condition stated (§§ 490.143(1)(d), .862) |
Majority of votes cast by qualified-share holders; quorum is majority of votes entitled from all qualified shares. Excludes shares held by conflicted director or related person except employer branch; holder includes record, beneficial, and unrestricted voting-trust owner. Nonqualified shares may join separate authorization (§ 490.863) |
Transaction as whole beneficial to corporation, taking account of fair director dealings and arm's-length comparability given consideration. Judged at compliant board-action time or legal-obligation time if no board action; statute requires fairness be established but does not expressly name burden bearer (§§ 490.860(3), (6), .861(2)(c)) |
Qualified directors deliberate/vote outside every other director's presence and participation. General no-meeting board action requires each director's signed consent and all-director delivery; conflict part states no special abstention or conflicted-signature route, so ordinary authorization and conflict procedure must be reconciled (§§ 490.821, .862(1), (4)) |
No controlling-stockholder, going-private, or general officer-conflict route in Part 6. Separate business-opportunity route covers director/officer using qualified-director or qualified-share procedure, or articles limitation with officer-related approval; board generally fixes director compensation (§§ 490.811, .860 to .863, .870) |
Nonconflict transaction and qualifying conflict route bar interest-ground equitable relief, director damages, or sanctions in named shareholder/corporate proceeding; independent authorization expressly preserved. Meeting/no-meeting action records required. Governing-document, fiduciary, securities, public-company, and other grounds remain (§§ 490.861 to .863, .1601(1)(e)) |
| Kansas verified 2026-09-04 | Kansas General Corporation Code; contract/transaction with corporate director/officer or another organization where director/officer holds office or financial interest. Ordinary domestic stock corporation covered (§ 17-6304(a)) |
Direct transaction or common director/officer/financial interest in other organization; no materiality floor for financial interest and no defined related-person/control/independence test in section (§ 17-6304(a)) |
Material relationship/interest facts and contract/transaction facts disclosed to or known by board/committee or stockholders entitled to vote before approval. No prescribed writing or confidential-information exception (§ 17-6304(a)(1)-(2)) |
Good-faith authorization by affirmative majority of disinterested directors, even below ordinary quorum; no express two-director floor. Common/interested directors count for board/committee quorum; section adds no qualified-only committee requirement (§ 17-6304(a)(1), (b)) |
Informed specific good-faith stockholder vote; no conflict-specific interested-share exclusion/threshold. Default meeting quorum majority of entitled shares; approval majority of present/proxied entitled shares, subject to records/special law. General delivered-consent route uses all-shares-present minimum (§§ 17-6304(a)(2), 17-6506, 17-6518) |
Separate alternative: fair as to corporation when authorized, approved, or ratified by board, committee, or stockholders. Section states no fairness definition or burden allocation (§ 17-6304(a)(3)) |
Presence, participation, or vote is not sole ground of voidability if a route is met; interest does not supply disinterested approving majority. Board/committee written or electronic consent requires all members unless restricted; file consents with minutes (§§ 17-6304, 17-6301(f)) |
Officers expressly included; no controlling-stockholder/going-private branch. Board fixes director compensation absent record restrictions. Officer/employee loans or guarantees, including director-employees, require directors’ expected-corporate-benefit judgment (§§ 17-6304, 17-6301(h), 17-6303) |
Not void/voidable solely for interest, presence/participation, or counted vote if an informed approval or fairness route is met; no general fiduciary/remedy immunity stated. Board consents filed with minutes; prompt notice for nonunanimous stockholder consent (§§ 17-6304, 17-6301(f), 17-6518(e)) |
| Kentucky verified 2026-09-04 | Kentucky Business Corporation Act, ch. 271B; domestic for-profit corporation. Covers transaction with corporation involving corporate director's direct/indirect interest; section names directors, not a general officer-conflict route (§§ 271B.1-010, 271B.1-400(5), 271B.8-310(1)) |
Indirect interest if other party is entity where director has material financial interest/general-partner status, or entity where director is director/officer/trustee and transaction is or should be board-considered. No materiality, related-person, control, or independence definition (§ 271B.8-310(2)) |
Material facts of transaction and director's interest disclosed to or known by board/committee or shareholders entitled to vote before authorization, approval, or ratification. Fairness route has no disclosure predicate; no special writing, confidentiality, director-source, tabulator, or timing rule stated (§ 271B.8-310(1)) |
Affirmative majority of directors on board/committee without direct/indirect interest; never one director alone. That majority creates conflict quorum. No good-faith, qualified-only committee, selection, or exclusion-from-deliberation condition stated (§ 271B.8-310(3)) |
Majority of shares entitled to count; same eligible-share majority is conflict quorum. Excludes shares owned/vote-controlled by interested director or material-interest/general-partner entity; excluded shares count for other Chapter approval (§ 271B.8-310(2), (4)) |
Separate route if transaction was fair to corporation. Section states no measurement time, fairness definition, elements, or burden allocation; do not infer them (§ 271B.8-310(1)(c)) |
Interested director's presence/vote does not affect otherwise compliant board action, but cannot supply no-interest approving majority. General no-meeting action requires all board members to act and each director to sign; no conflict-specific abstention route stated (§§ 271B.8-210, 271B.8-310(3)) |
No controlling-stockholder, going-private, corporate-opportunity, or general officer route stated. Board may fix director compensation unless governing records say otherwise; director loan/guarantee uses benefited-share exclusion or corporate-benefit board determination and approval (§§ 271B.8-110, 271B.8-310, 271B.8-320) |
Satisfied route makes transaction not voidable by corporation solely because of director interest; unlawful loan does not affect borrower/corporation liability. Permanent meeting and no-meeting action records required. Other authorization, governing-document, fiduciary, securities, enforcement, and remedy questions remain (§§ 271B.8-310(1), 271B.8-320(2), 271B.16-010) |
| Louisiana verified 2026-09-04 | Louisiana Business Corporation Act, ch. 1; domestic for-profit corporation. Covers effected/proposed transaction by corporation or controlled entity involving corporate director as party, with known material financial interest, or with known related-person party/material interest at relevant time (§§ 12:1-101, 12:1-140(4), 12:1-860(2)) |
Control means majority governing-body election/removal power or majority risk-of-loss/residual-return exposure. Material financial interest/relationship asks reasonably expected impaired objectivity. Related person includes detailed family, household, controlled-entity, governing/fiduciary, employer, and material-relationship branches (§§ 12:1-143, 12:1-860(1), (4)-(5)) |
Director discloses conflict existence/nature plus all known subject-matter facts a conflict-free director would reasonably find material. Board route permits limited modified disclosure for specified confidentiality duties; shareholder route adds action notice, disclosure, and written pre-vote nonqualified-share identification to secretary/tabulator (§§ 12:1-860(7), 12:1-862(A)-(B), 12:1-863(A)-(B)) |
Affirmative majority, but ≥2, qualified directors; they deliberate/vote outside every other director's presence. Committee all qualified and either all board-qualified directors or their majority appointees. Majority/≥2 special quorum; separate ordinary authorization if documents/law demand more. No additional good-faith condition stated (§§ 12:1-143(A)(3), 12:1-862) |
Majority of votes cast by qualified-share holders; quorum is majority of votes entitled from all qualified shares. Excludes shares held by conflicted director or related person except employer branch; holder includes record, beneficial, and unrestricted voting-trust owner. Nonqualified shares may join separate authorization (§ 12:1-863) |
Transaction as whole beneficial to corporation, taking account of fair director dealings and arm's-length comparability given consideration. Judged at compliant board-action time or legal-obligation time if no board action; statute requires fairness be established but does not expressly name burden bearer (§§ 12:1-860(3), (6), 12:1-861(B)(3)) |
Qualified directors deliberate/vote outside every other director's presence and participation. General no-meeting board action requires each director's signed consent/all-director delivery; conflict subpart states no special abstention or conflicted-signature route, so ordinary authorization and conflict procedure must be reconciled (§§ 12:1-821, 12:1-862(A), (D)) |
No controlling-stockholder, going-private, or general officer-conflict route in Subpart F. Separate business-opportunity route covers director/officer/related person using qualified-director or qualified-share procedure, or articles limitation with officer-related approval; board generally fixes director compensation (§§ 12:1-811, 12:1-860 to -863, 12:1-870) |
Qualifying conflict route bars interest-ground equitable relief, director damages, or sanctions in named shareholder/corporate proceeding; nonconflict transaction gets broader no-relief language. Independent authorization expressly preserved; permanent action records required. Governing-document, fiduciary, securities, public-company, and other grounds remain (§§ 12:1-861 to -863, 12:1-1601) |
| Maine verified 2026-09-04 | Maine Business Corporation Act, Title 13-C; proposed/completed corporation or controlled-entity transaction involving director’s defined conflict. Director remedy provision; separate opportunity rule extends to officers/related persons (§§ 871-874, 881) |
Relevant-time director party, known material financial interest, or known related-person party/interest; control via governing-body power or majority risk/returns. Listed family/household/entity/fiduciary/employer relationships; qualified director excludes conflict/material relationship (§§ 871, 102(32-A)) |
Conflict’s nature/existence plus known facts material to conflict-free director. Director supplies unknown facts to qualified voters; limited F/G-related-person confidentiality modification. Shareholder notice/disclosure and written pre-vote nonqualified-share count/holders to clerk or authorized tabulator (§§ 871(4), 873(2-A), 874) |
Majority, no fewer than two, of qualified directors voting; quorum majority, no fewer than two, of all qualified directors on body. Section frames outside-other-director deliberation/vote and all-qualified/qualified-appointed membership as committee conditions (§ 873(1), (3)) |
Majority of qualified votes cast; quorum majority of qualified entitled votes. Known/notified director/related-person shares excluded except employer branch. Meeting voters fixed at notice record date; section’s former holder definition repealed (§ 874(1), (3), (4), (7)) |
Established fair at relevant time: whole transaction beneficial, considering fair director dealings and arms-length comparability for consideration. Relevant time qualifying board action or, without it, binding corporate commitment; no general named-party burden allocation (§§ 871(3-A), 872(2)(C)) |
Committee conditions exclude other directors from deliberation/vote; nonqualified directors/shares may join independently needed authorization. Nonqualified shares do not spoil compliant vote. Board written action needs all signed consents delivered unless records require meeting; revocable before completion (§§ 873-874, 822) |
No controlling-holder approval branch; board fixes director pay absent contrary articles/bylaws. Opportunity rule reaches directors/officers/related persons, informed precommitment disclaimer or compliant articles duty limitation (§§ 811, 871-874, 881) |
Bars specified interest-ground equitable relief/damages/sanctions against director in shareholder/corporate proceedings; independent authorization preserved. Court discretion for sole report defect; permanent minutes/action records, electronic or reasonably paper-convertible form (§§ 872-874, 1601) |
| Maryland verified 2026-09-04 | Maryland General Corporation Law; ordinary domestic private business corporation. Covers corporation-director contract/transaction and transaction with another corporation, firm, or entity where its director is also director or has material financial interest; no general officer route (§ 2-419(a)) |
Express triggers are common directorship or material financial interest in other entity; section does not define material financial interest, disinterested, indirect interest, related person, control, independence, or relevant time (§ 2-419(a)-(b)) |
Fact of common directorship or interest disclosed or known to board/committee or stockholders entitled to vote. Section does not expressly require all material transaction facts, director-source disclosure, writing, confidential-information exception, or special timing (§ 2-419(b)(1)) |
Affirmative majority of disinterested board/committee directors, even below quorum; common/interested directors count toward quorum. No good-faith, minimum-two, committee-selection, or qualified-only deliberation rule. General board quorum/vote yields to this different proportion (§§ 2-408(a)-(b), 2-419(b)(1)(i), (c)) |
Majority of votes cast by entitled stockholders excluding shares owned record/beneficially by interested director/entity; excluded shares still count toward quorum. Ordinary quorum is majority of all entitled votes. General consent routes exist, but § 2-419 states no conflict-specific consent formula (§§ 2-419(b)(1)(ii), (c), 2-505, 2-506(a)) |
Fair and reasonable to corporation is alternative. Without qualifying board/shareholder approval, validity proponent bears proof burden at authorization, approval, or ratification time; reasonable director compensation excluded from this burden rule. No fairness factors stated (§ 2-419(b)(2), (d)) |
Interested director's presence or counted board vote is not sole voidability ground when subsection (b) met; interested directors/shares count for quorum, but shareholder approval vote excludes their shares. General board/committee consent requires every member entitled to vote, with no special conflict abstention (§§ 2-408(c), 2-419(a), (b)(1), (c)) |
No general officer, controlling-stockholder, going-private, loan, business-opportunity, or public-company branch. Reasonable board-fixed director compensation is outside fairness-burden subsection; referenced indemnification procedures satisfy approval branch, and compliant indemnification instruments are deemed fair/reasonable (§ 2-419(d)(2), (e)) |
Contract/transaction not void/voidable solely for listed conflict/presence/vote grounds if subsection (b) met; otherwise validity proponent carries stated fairness burden. Director duties remain under sole-source conduct statute; board/stockholder consents filed with meeting records (§§ 2-405.1(c), (i), 2-408(c), 2-419(a), (d), 2-505(a)) |
| Massachusetts verified 2026-09-04 | G.L. c. 156D, § 8.31; transaction with corporation in which corporation director has material direct/indirect interest. Ordinary route names directors, not officers, related persons, subsidiaries, or controlled entities (§ 8.31(a)) |
Material direct interest is trigger but undefined. Indirect interest nonexclusive: other party is entity where director has material financial interest/general-partner status, or entity where director holds director/officer/trustee/other position and transaction is/should be board-considered. No related-person/control definition (§ 8.31(a)-(b)) |
Material transaction facts and director's interest disclosed to or known by board/committee or shareholders entitled to vote before authorization, approval, or ratification; fairness route has no disclosure predicate. No discloser, written form, confidential-information, or separate timing rule stated (§ 8.31(a)(1)-(3)) |
Affirmative majority of directors on board/committee having no direct/indirect interest; one director alone cannot approve. Approval by that majority creates special quorum. Interested presence/vote does not affect otherwise compliant action; one director alone cannot approve (§ 8.31(c)) |
Majority of shares entitled to count; same eligible-share majority, whether present or not, is special quorum. Excludes shares owned/vote-controlled by interested director and entity where director has material financial interest/general-partner status; excluded votes count for other Chapter approval. No class/voting-group formula in § 8.31(d) |
Separate route if transaction was fair to corporation. Section states no measurement time, fairness definition, factor list, or burden allocation (§ 8.31(a)(3)) |
Interested presence/vote does not affect validity of otherwise compliant board action, while approval majority remains no-interest directors. Ordinary no-meeting board action requires every director's written/electronic consent; no special conflict abstention route. General shareholder consent has meeting-vote effect but must still satisfy eligible-share procedure (§§ 7.04, 8.21, 8.31(c)-(d)) |
No ordinary officer, controlling-stockholder, going-private, loan, corporate-opportunity, or public-company conflict branch in § 8.31. Board generally fixes director compensation unless articles/bylaws provide otherwise (§ 8.11) |
Satisfied route makes transaction not voidable by corporation solely for director interest. Permanent shareholder/board meeting, no-meeting, and delegated-committee records required. Section states no damages, injunction, burden, fiduciary, securities, public-company, authorization, or other-remedy effect (§§ 8.31(a), 16.01(a), (d)) |
| Michigan verified 2026-09-04 | Michigan Business Corporation Act, Act 284 of 1972; ordinary domestic corporation. Applies when director or officer is determined to have interest in transaction; no proposed-transaction, subsidiary, controlled-entity, or related-person scope stated in § 450.1545a (§§ 450.1101, .1106(1), .1545a(1)) |
Core section does not define interest, direct/indirect interest, related person, control, or disinterested. 'Independent director' is separately defined by election/designation, experience, relationship/transaction, family/affiliate, prospective-relationship, and service-duration conditions (§§ 450.1107(3), .1545a) |
Material facts of transaction and director/officer interest disclosed to or known by board, committee, independent director(s), or shareholders entitled to vote before authorization, approval, or ratification; fairness route has no disclosure predicate and section states no special written/confidential/tabulator disclosure (§ 450.1545a(1)(b)-(c)) |
Affirmative majority of board/committee directors with no interest, though below quorum, OR all independent directors with no interest. Interested presence/vote does not affect otherwise compliant action. No minimum voter count, good-faith condition, committee-composition formula, or mandatory deliberation exclusion stated (§ 450.1545a(1)(b), (2)) |
Majority of votes cast by shareholders with no interest after disclosure/knowledge; majority of shares held by no-interest shareholders forms special quorum. Section does not prescribe related-person attribution, voting groups, written-consent formula, or separate ordinary-authorization treatment (§ 450.1545a(1)(c), (3)) |
Interested person must establish transaction was fair to corporation when entered. Section gives no fairness element list; satisfaction does not preclude other claims, which use principles applicable to no-interest transaction (§ 450.1545a(1)(a), (4)) |
Interested director presence/vote does not affect validity of otherwise compliant board route; approval still requires no-interest majority/all independent no-interest directors. Ordinary board/committee no-meeting action requires all members' written/electronic consent filed with minutes; no conflict-abstention consent route stated (§§ 450.1525(1)-(2), .1545a(2)) |
Express officer coverage. No controlling-stockholder, going-private, loan, or public-company branch. Board majority in office may set reasonable director compensation irrespective of personal interest, subject to required shareholder approval; no sanction unless compensation shown unreasonable when established (§ 450.1545a(1), (5)) |
No injunction, set-aside, damages, or other sanctions because of interest if interested person establishes route; other transaction claims expressly preserved/evaluated under no-interest principles. Corporation keeps shareholder/board/executive-committee minutes in written/convertible form; consents filed with minutes. Independent authorization, fairness, fiduciary, securities, public-company, enforcement, and other remedies remain (§§ 450.1485, .1525(2), .1545a(1), (4)) |
| Minnesota verified 2026-09-04 | Minnesota Business Corporation Act, ch. 302A; ordinary domestic for-profit corporation. Covers corporation-director contract/transaction and transaction with organization where director serves as director/officer/legal representative or has material financial interest (§§ 302A.011, subd. 8, 302A.255, subd. 1) |
Director receives attributed material financial interest through spouse, parents, children/their spouses, siblings/their spouses, and spouse's siblings; direct family transaction deemed director transaction. Section does not define materiality, disinterested, control, or independence (§ 302A.255, subd. 2(b)) |
Material contract/transaction and director-interest facts fully disclosed or known. Shareholder route reaches all outstanding-share holders whether voting or not; board route reaches board/committee. No special writing, confidential-information, tabulator, director-source, or timing rule (§ 302A.255, subd. 1(b)-(c)) |
Board/committee in good faith acts by majority of directors/members currently holding office; interested directors excluded from quorum and vote. No minimum-two, committee-selection, or qualified-only deliberation rule; count may reflect private-company weighted director votes (§§ 302A.237, subd. 2, 302A.255, subd. 1(c)) |
After disclosure to every outstanding holder, good-faith approval by either two-thirds of voting power entitled and owned by persons other than interested directors, or unanimous affirmative vote of all outstanding shares whether voting or not. No separate voting-group rule stated (§ 302A.255, subd. 1(b)) |
Validity proponent must establish contract/transaction was fair and reasonable to corporation when authorized, approved, or ratified. No statutory factors or arm's-length test (§ 302A.255, subd. 1(a)) |
Interested presence at shareholder/board/committee meeting does not itself void transaction after a route, but board route bars interested directors from quorum and vote. Written board action is unanimous unless articles permit meeting-equivalent count; shareholder action is unanimous unless private-company articles allow meeting-equivalent floor. Conflict-specific counts still control (§§ 302A.239, 302A.255, subd. 1, 302A.441) |
Family-attribution and organization-service branches; director-compensation resolution is outside conflict rule despite compensated directors' presence/vote. Distributions and specified mergers/exchanges have separate route; public-tender period restricts nonroutine officer/director compensation agreements. No controlling-stockholder or going-private procedure (§ 302A.255, subds. 1(d), 2-3) |
Covered contract/transaction not void/voidable because parties or interested-director presence when route applies; section states no injunction, damages, sanction, or general-validity bar. Director good-faith/best-interest/care duties remain; interested-vote prohibition prevents presumed assent; keep three years of board/shareholder proceedings (§§ 302A.251, subds. 1, 3, 302A.255, subd. 1, 302A.461, subd. 2) |
| Mississippi verified 2026-09-04 | Mississippi Business Corporation Act; domestic for-profit corporation. Proposed/completed corporation or controlled-entity transactions; conflict procedure protects directors, without a general standalone officer route (§§ 79-4-1.40(4), 79-4-8.60 to -8.63) |
At relevant time: director party, known material financial interest, or known related-person party/interest. Objectivity-impairment materiality; related persons include named family/household, controlled entities, fiduciary/common-board entities, and employer. Qualification excludes conflict/material relationship (§§ 79-4-1.43, 79-4-8.60) |
Existence/nature of conflict plus known transaction facts material to a conflict-free director’s decision. Conflicted director informs qualified voters of unknown facts; limited confidentiality modification. Shareholders need notice/disclosure and prior written nonqualified-share counts/holders to tabulator (§§ 79-4-8.60(7), -8.62, -8.63) |
Majority, never fewer than two, of qualified directors voting after disclosure; quorum majority, never fewer than two, of all qualified directors on body. Deliberation/vote excludes other directors; all-qualified committee must contain all qualified board members or be majority-appointed by them (§ 79-4-8.62) |
Majority of votes cast by qualified shares; quorum majority of their entitled votes. Excludes known/notified conflicted-director and related-person holdings, except employer branch. Notice, required facts, and written holder-identification prerequisites; record and beneficial holders included (§ 79-4-8.63) |
Established fair at relevant time: whole transaction beneficial, considering fair director dealings and arm’s-length comparability given consideration. Relevant time is qualifying board action or, absent it, corporate binding commitment; no general named-party burden allocation (§§ 79-4-8.60(3), (6), -8.61(b)(3)) |
Other directors excluded from qualified deliberation/vote; may participate in separately needed authorization. Nonqualified-share presence/votes do not spoil compliant action. General board consent needs all signatures and delivery; revocable before completion; not a waiver of conflict procedure (§§ 79-4-8.21, -8.62, -8.63) |
No controlling-stockholder, going-private, compensation, or general officer branch in conflict sections. Separate business-opportunity disclaimer before director becomes obligated uses qualified-director/shareholder procedures and prior material-fact disclosure (§§ 79-4-8.60 to -8.63, -8.70) |
Bars specified interest-ground equitable relief/damages/sanctions against director in shareholder/corporate proceedings; does not dispense with independent authorization. Limited court discretion for share-reporting failure; permanent meeting/action records, including electronic form (§§ 79-4-8.61 to -8.63, 79-4-16.01) |
| Missouri verified 2026-09-04 | Missouri General and Business Corporation Law, Chapter 351; ordinary domestic for-profit corporation. Covers corporation-director/officer contracts and transactions, plus transactions with another organization where corporation director/officer serves or has financial interest (§§ 351.020, 351.327.1) |
Trigger is director/officer party status, common director/officer service, or financial interest in other corporation, partnership, association, or organization. Section does not define financial interest, materiality, disinterested, relationship, control, independence, or relevant person (§ 351.327.1) |
Material facts as to relationship/interest and contract/transaction disclosed or known to board/committee or shareholders entitled to vote. No special writing, source, confidential-information, tabulator, or disclosure-timing rule stated (§ 351.327.1(1)-(2)) |
Board/committee in good faith authorizes by affirmative majority of disinterested directors, even if they are fewer than quorum. Ordinary quorum is majority of full board unless documents require more; common/interested directors may count toward conflict-meeting quorum. No minimum-two, committee-selection, or deliberation-exclusion rule (§§ 351.325, 351.327.1(1), .2) |
Shareholders entitled to vote specifically approve in good faith after disclosure/knowledge. No conflict-specific share exclusion or class rule; ordinary majority-outstanding quorum and represented-share majority apply unless Chapter 351/articles/bylaws require more. Written consent requires all entitled shareholders (§§ 351.265.1-.2, 351.273, 351.327.1(2)) |
Contract/transaction fair to corporation when authorized or approved by board, committee, or shareholders is standalone alternative. Section gives no fairness definition, factors, arm's-length comparison test, or burden allocation (§ 351.327.1(3), .4) |
Interested director/officer presence, participation, or counted vote is not by itself a voidability ground when a route applies; common/interested directors count toward quorum. Board/committee consent requires all members in writing/electronically, with no special conflict abstention route (§§ 351.327.1-.2, 351.340.2) |
Expressly covers officers and common-service/financial-interest organizations. Board-set director compensation under § 351.310 is not a conflict unless articles/bylaws provide otherwise. No controlling-stockholder, going-private, loan, business-opportunity, or public-company branch in § 351.327 (§§ 351.310, 351.327.1, .3) |
Covered contract not void/voidable solely for listed interest/participation reasons when route applies; stated intent includes methods to regularize conflict transaction as arm's length, not universal validity. Keep shareholder/board minutes and file consents with minutes; other authorization, duty, securities, remedy, and public-company questions remain (§§ 351.215.1, 351.273, 351.327.1, .4, 351.340.2) |
| Montana verified 2026-09-04 | Montana Business Corporation Act; proposed/completed corporation or controlled-entity transaction involving director’s defined conflict. Conflict remedy provision names directors; separate opportunity rule includes officers (§§ 35-14-860 to -863, -870) |
Relevant-time director party, known material financial interest, or known related-person party/interest; materiality and qualification use expected judgment impairment. Board-power or majority risk/returns control; listed family/household/entity/fiduciary/employer relationships (§§ 35-14-143, -860) |
Conflict’s nature/existence plus known transaction facts material to conflict-free director; director supplies unknown facts to qualified voters. Modified disclosure for conflict solely through a related person, subject to duties. Shareholder notice/disclosure and pre-vote written share/holder report (§§ 35-14-860(7), -862(2), -863) |
Majority, no fewer than two, of qualified directors voting; quorum majority, no fewer than two, of all qualified directors on body. Qualified-only deliberation/vote; all-qualified committee includes all qualified board directors or their majority-appointed members (§ 35-14-862) |
Majority of qualified votes cast; quorum majority of qualified entitled votes. Excludes known/notified director/related-person holdings except employer branch; record/beneficial/unrestricted voting-trust owners included. Meeting electorate fixed at notice record date (§ 35-14-863) |
Established fair at relevant time: whole transaction beneficial, considering director dealings and arm’s-length comparability for consideration. Relevant time qualifying board action or, without it, binding corporate commitment; no general named-party burden allocation (§§ 35-14-860(3), (6), -861(2)(c)) |
Other directors excluded from qualified deliberation/vote; may join independently needed authorization. Nonqualified-share participation does not spoil compliant action. General board consent requires all signatures and delivery unless records require meeting; later effective time and precompletion revocation (§§ 35-14-821, -862, -863) |
No controlling-holder approval branch. Board fixes director pay absent contrary records. Director/officer opportunity pursuit, including indirectly through another person, has informed precommitment disclaimer or compliant articles duty-limitation routes (§§ 35-14-811, -860 to -863, -870) |
Bars specified interest-ground equitable relief/damages/sanctions against director in shareholder/corporate proceedings; independent authorization preserved. Court discretion for sole share-report defect; keep shareholder/board/committee minutes/action records available for inspection (§§ 35-14-861 to -863, -1601) |
| Nebraska verified 2026-09-04 | Nebraska Model Business Corporation Act; proposed/completed corporation or controlled-entity transaction involving director’s specified interest. Conflict remedy section names directors; separate opportunity provision includes officers (§§ 21-2,120 to -2,124) |
Director party, known material financial interest, or known related-person party/interest at relevant time; materiality uses expected impairment of judgment. Related family/household, controlled entity, fiduciary/common-board, and employer branches; qualified director excludes conflict/material relationship (§§ 21-217, 21-2,120) |
Nature/existence of interest plus all known facts material to conflict-free director. Conflicted director supplies unknown facts to qualified voters, with limited confidentiality modification. Shareholders need notice/disclosure and prior written nonqualified-share counts/holders to vote counter (§§ 21-2,120(7), -2,122, -2,123) |
Majority, at least two, of qualified directors voting; quorum majority, at least two, of all qualified directors on body. Required disclosure and qualified-only deliberation/vote; all-qualified committee includes all qualified board members or their majority-appointed members (§ 21-2,122) |
Majority of qualified votes cast; quorum majority of qualified entitled votes. Excludes known/notified director and related-person shares except employer branch. Includes record/beneficial/unrestricted voting-trust beneficial owners; meeting voters fixed at notice record date (§ 21-2,123) |
Established fair at relevant time: beneficial as whole, considering director dealings and arm’s-length comparability for consideration. Relevant time qualifying board action or, absent it, binding corporate commitment; no general named-party burden allocation (§§ 21-2,120(3), (6), -2,121(b)(3)) |
Other directors excluded from qualified deliberation/vote; may join separately required authorization. Nonqualified-share participation does not defeat compliant action. Ordinary written board action requires all signed consents delivered unless records require meeting; revocable before completion (§§ 21-296, 21-2,122, -2,123) |
No controlling-stockholder/compensation branch in conflict sections. Separate opportunity rule includes directors, officers, and indirect pursuit; precommitment informed disclaimer or compliant articles-based duty limitation (§ 21-2,124) |
Bars interest-ground equitable relief/damages/sanctions against director in shareholder/corporate proceedings; independent authorization remains. Court discretion for sole share-reporting defect. Permanent minutes/action records, electronic or paper-convertible form (§§ 21-2,121 to -2,123, 21-2,221) |
| Nevada verified 2026-09-04 | NRS ch. 78; Nevada domestic private corporation. Covers corporation contract/other transaction with one or more directors/officers, or another corporation/firm/association where its director/officer holds office or financial interest; no proposed-transaction or controlled-subsidiary formula (§§ 78.012, 78.140(1)) |
Triggers are common directorship/office or financial interest; section does not define financial interest, materiality, control, related person, disinterested, or independence. Separate no-knowledge route applies when director/officer did not know the interest when transaction reached board (§ 78.140(1)-(2)) |
Board or committee knows fact of common directorship, office, or financial interest; shareholder route requires same fact known to stockholders. Section does not expressly require material transaction facts, interested-person disclosure source, writing, confidentiality procedure, or earlier timing (§ 78.140(2)(a)-(b)) |
Good-faith approval/ratification by directors or committee members other than common/interested persons; majority of disinterested directors may act when interested votes excluded. Interested directors count toward meeting quorum. No minimum-two, all-disinterested committee, selection, or exclusion-from-deliberation rule (§ 78.140(2)(a), (3)) |
Stockholders holding majority of voting power approve/ratify in good faith after common-office/financial-interest fact known; common/interested director or officer votes must be counted. No disinterested-share exclusion, separate conflict quorum, votes-cast formula, group rule, or consent formula in § 78.140 (§ 78.140(2)(b)) |
Separate route when contract/transaction fair to corporation at authorization or approval; section states no fairness elements or express burden for ordinary transaction. Director compensation is presumed fair unless proven unfair by preponderance (§ 78.140(2)(d), (5)) |
Interested director/officer may attend, participate, or have vote counted; interested director may sign unanimous consent. Written abstention route requires interest known before signing, described in consent, and unanimous good-faith approval excluding abstention. Interested directors count toward meeting quorum (§§ 78.140(1), (3)-(4), 78.315(2)(a)) |
Express directors, officers, common-office entities, and financial interests. No controlling-stockholder, going-private, corporate-opportunity, or loan branch in § 78.140. Board may set director compensation regardless of personal interest unless articles/bylaws vary, with rebuttable fairness presumption (§ 78.140(1), (5)) |
Qualifying route makes contract/transaction not void/voidable solely for covered relationship, presence, participation, consent, or counted-vote grounds. Chapter 78 states no general board-minute/consent retention duty; consent-specific disclosure stays in the consent. Authorization, governing-document, fiduciary, securities, public-company, enforcement, and other-remedy questions remain (§§ 78.140, 78.315(2)) |
| New Hampshire verified 2026-09-04 | New Hampshire Business Corporation Act; proposed/completed corporation or controlled-entity transaction involving director’s defined conflict. Conflict/opportunity provisions name directors, not a general officer route (§§ 293-A:8.60 to :8.63, :8.70) |
At relevant time: director party, known material financial interest, or known related-person party/interest. Board-control or majority risk/returns test; listed family/household/entity/fiduciary/employer relationships. Qualification excludes conflict or judgment-impairing material relationship (§§ 293-A:1.43, :8.60) |
Conflict’s existence/nature plus known facts material to conflict-free director; director supplies unknown facts to qualified voters. Limited fiduciary/entity or employer confidentiality modification. Shareholder notice/disclosure and prior written nonqualified-share counts/holders to tabulator (§§ 293-A:8.60(a)(7), :8.62, :8.63) |
Majority, no fewer than two, of qualified directors voting; quorum majority, no fewer than two, of all qualified directors on body. Qualified-only deliberation/vote; all-qualified committee includes all qualified board directors or members appointed by their majority (§ 293-A:8.62) |
Majority of qualified votes cast; quorum majority of qualified entitled votes. Excludes known/notified director/related-person holdings except employer branch; record and beneficial holders included. Meeting voters fixed at notice record date (§ 293-A:8.63) |
Established fair at relevant time: beneficial as whole, considering director dealings and arm’s-length comparability for consideration. Relevant time qualifying board action or, without it, binding commitment; no general named-party burden allocation (§§ 293-A:8.60(a)(3), (6), :8.61(b)(3)) |
Other directors excluded from qualified deliberation/vote; may join independently required authorization. Nonqualified-share presence/votes do not spoil compliant action. Ordinary board consent unanimous, signed and filed; effective on last signature unless specified otherwise (§§ 293-A:8.62, :8.63, :8.21) |
No controlling-holder/general officer/going-private branch. Board fixes director compensation absent contrary articles/bylaws. Director opportunity disclaimer before obligation uses qualified-board/shareholder procedures with all known material facts (§§ 293-A:8.11, :8.60 to :8.63, :8.70) |
Bars specified interest-ground equitable relief/damages/sanctions against director in shareholder/corporate proceedings; independent authorization preserved. Court discretion for sole share-report defect. Permanent action records, electronic or reasonably paper-convertible (§§ 293-A:8.61 to :8.63, :16.01) |
| New Jersey verified 2026-09-04 | N.J.S.A. § 14A:6-8; contract/transaction between corporation and one or more directors, or corporation and domestic/foreign corporation, firm, or association where its director is also a director or otherwise interested. Ordinary route names directors, not officers (§ 14A:6-8(1)) |
Trigger is common directorship or director being otherwise interested in other entity; section does not define direct/indirect, financial/material interest, related person, control, independence, or disinterested status (§ 14A:6-8(1)) |
Board route: fact of common directorship/interest disclosed to or known by board/committee; shareholder route: same fact disclosed to or known by shareholders. No express material-transaction-facts, discloser, timing, written, or confidential-disclosure rule; fairness route has no disclosure predicate (§ 14A:6-8(1)(a)-(c)) |
After disclosure/knowledge, board/committee authorizes, approves, or ratifies by unanimous written consent with ≥1 disinterested director, or affirmative majority of disinterested directors even below quorum. No good-faith, committee-selection, or deliberation-exclusion condition stated (§ 14A:6-8(1)(b)) |
Conflict section does not exclude interested shares. General meeting default: majority-vote-power quorum and majority votes cast by entitled shares, subject to Act/certificate and certificate class votes; generic written consent uses meeting-minimum votes unless certificate requires more (§§ 14A:5-6, -9, -11; 14A:6-8(1)(c)) |
Separate route if contract/transaction is fair and reasonable as to corporation when authorized, approved, or ratified. Section supplies no elements, valuation method, or express burden allocation (§ 14A:6-8(1)(a)) |
Common/interested directors may be present, have votes counted, and count toward meeting quorum without sole-reason voidability; meeting approval still needs disinterested majority. Special unanimous written-consent route may include interested directors but requires ≥1 disinterested consenter (§ 14A:6-8(1)-(2)) |
No ordinary officer, controlling-stockholder, going-private, loan, corporate-opportunity, or public-company branch. Separate compensation route uses affirmative majority of directors in office despite personal interests to establish reasonable director compensation for services as director, officer, or otherwise (§ 14A:6-8(3)) |
Satisfied route means contract/transaction is not void or voidable solely for common directorship/interest, interested presence, or counted votes. Shareholder consents/report are filed with minutes; no conflict-specific damages, injunction, burden, fiduciary, authorization, securities, or public-company effect stated (§§ 14A:5-6(3)-(4), 14A:6-8(1)) |
| New Mexico verified 2026-09-04 | Business Corporation Act; transaction with corporation in which its director has direct/indirect interest. Section does not establish a standalone officer-conflict route (§ 53-11-40.1(A)) |
Indirect interest: entity party where director has material financial interest/general-partner role; or director/officer/trustee role where transaction is/should be board-considered. Change in control/continuation in office alone excluded; no defined materiality test (§ 53-11-40.1(B)) |
Material transaction and director-interest facts disclosed to or known by board/committee or shareholders entitled to vote before authorization, approval, or ratification. No special writing, director-source, confidentiality, or tabulator rule (§ 53-11-40.1(A)) |
Affirmative majority of directors on board/committee without direct/indirect interest; never single-director approval. Approving no-interest majority establishes conflict quorum; committee needs record authorization and full-board-majority designation (§§ 53-11-40.1(C), 53-11-41) |
Majority of eligible shares; excludes interested-director shares and shares owned/vote-controlled by entity in common-director/officer/trustee branch (B)(2). Eligible-share majority “whether or not present” is quorum; excluded shares count for other Act approvals (§ 53-11-40.1(D)) |
Separate route if transaction was fair to corporation; conflict section states no measurement time, definition, or burden allocation (§ 53-11-40.1(A)(3)) |
Interested presence/vote does not affect otherwise compliant no-interest approval; cannot supply its majority. General board/committee no-meeting action needs written consent signed by all members unless records provide otherwise; no special conflict abstention route (§§ 53-11-40.1(C), 53-11-43) |
Control change/director holdover alone does not create conflict; no controlling-holder approval branch. Board fixes director compensation unless articles say otherwise. General power to lend/assist employees, officers, directors is separate (§§ 53-11-40.1(B), 53-11-35(A), 53-11-4(F)) |
Not voidable by corporation solely because of director interest if any route met; no broader remedy/fiduciary immunity stated. Correct/complete accounts and shareholder/board minutes required, in written or reasonably convertible form (§§ 53-11-40.1(A), 53-11-50(A)) |
| New York verified 2026-09-04 | New York Business Corporation Law; domestic for-profit corporation. Covers corporation-director deals and corporation-other-entity deals where director is director/officer or has substantial financial interest. Section names the corporation's directors, not a general interested-officer route (§§ 102(a)(4)-(5), 713(a)-(b)) |
Triggers: director party; director/officer of other entity; or substantial financial interest there. § 713 does not define substantial financial interest, related person, control, or independence; common directorship/officership is expressly covered (§ 713(a)-(b)) |
Material facts of director's interest in contract/transaction and any common directorship, officership, or financial interest disclosed in good faith or known to approving board/committee or shareholders entitled to vote (§ 713(a)(1)-(2)) |
Board/committee vote sufficient without interested director; if disinterested votes cannot constitute ordinary § 708 board act, unanimous disinterested vote works. Ordinary board quorum is majority of entire board, reducible by certificate/bylaws to no less than one-third; interested/common directors count for quorum (§§ 707, 708(d), 713(a)(1), (c)) |
Good-faith disclosure/knowledge to shareholders entitled to vote, then their approval; § 713 does not exclude interested shares. Default non-election action: majority votes cast for/against at meeting; abstention not cast; majority-vote quorum, subject to lawful certificate/bylaw variation (§§ 608, 614(b), 713(a)(2)) |
Without subsection (a) approval, corporation may avoid unless transaction parties affirmatively establish deal was fair/reasonable to corporation when approved by board, committee, or shareholders. Section gives no element-by-element definition; approved subsection (a) route states no separate fairness predicate (§ 713(a)-(b)) |
Interested/common directors count for meeting quorum; conflict board approval must still suffice without their votes or use unanimous disinterested fallback. Ordinary board/committee written action requires every member's written consent and filing resolution/consents with minutes; no special conflict-abstention consent route stated (§§ 708(b), 713(a)(1), (c)) |
No controlling-stockholder or going-private branch; corporation's officers are not independently covered. Director's common officership in other entity is covered. Unless certificate/bylaws say otherwise, board may fix director compensation in any capacity (§ 713(a), (e)) |
Qualifying approval prevents void/voidable treatment for conflict, presence, or counted votes alone; absent approval corporation has avoidance route subject to other parties' fairness proof. Certificate may add restrictions and make violations void/voidable. Corporation keeps shareholder/board/executive-committee minutes. Independent authorization, fiduciary, securities, public-company, enforcement, and remedy issues remain (§§ 624(a), 713(a)-(d)) |
| North Carolina verified 2026-09-04 | North Carolina Business Corporation Act, ch. 55; ordinary domestic private for-profit/capital-stock corporation. Covers corporation transaction where corporate director has direct/indirect interest; section names directors, not a general officer-conflict route (§§ 55-1-40(4), 55-8-31(a)) |
Indirect interest if other party is entity where director has material financial interest/general-partner status, or is entity where director is director/officer/trustee and transaction is or should be board-considered. No materiality, related-person, control, independence, or disinterested definition (§ 55-8-31(b)) |
Material facts of transaction and director's interest disclosed to or known by board/committee/subcommittee or shareholders entitled to vote before authorization, approval, or ratification; fairness route does not use disclosure predicate and no special written/confidential/tabulator disclosure stated (§ 55-8-31(a)(1)-(3)) |
Affirmative majority of directors on board/committee/subcommittee having no direct/indirect interest; that majority establishes conflict quorum. Interested presence/vote does not affect otherwise compliant action. No two-director floor, good-faith condition, committee-selection rule, or mandatory exclusion from deliberation stated (§ 55-8-31(c)) |
Majority of shares entitled to count; same eligible-share majority is conflict quorum. Excludes shares owned/vote-controlled by interested director and entity where director has material financial interest or is general partner; excluded shares still count for other Chapter approval. Common director/officer/trustee entity branch is not named in share exclusion (§ 55-8-31(b)-(d)) |
Separate route if transaction was fair to corporation. Section states no measurement time, fairness definition, or burden allocation; do not infer one (§ 55-8-31(a)(3)) |
Interested director's presence/vote does not affect validity of otherwise compliant board route, but approval majority still comes from no-interest directors. Ordinary no-meeting action needs every board member's unrevoked signed consent, delivered and included/filed with records; no special conflict abstention route stated (§§ 55-8-21, 55-8-31(c)) |
No controlling-stockholder, going-private, or general officer route. Board may fix director compensation without regard to personal interest unless articles/bylaws say otherwise; fairness presumption applies only public corporation or one whose articles elect it (§§ 55-8-11, 55-8-31) |
Satisfied route makes conflict transaction not voidable by corporation solely for director interest. Corporation maintains shareholder/board/committee meeting and no-meeting action records. Independent authorization, fairness, governing-document, fiduciary, securities, public-company, enforcement, and other-remedy questions remain (§§ 55-8-31(a), 55-16-01(a), (e)) |
| North Dakota verified 2026-09-04 | N.D.C.C. § 10-19.1-51; ordinary domestic corporation. Covers contract/other transaction with director or director family member, related-organization director/governor or family, or organization where corporate director/family holds listed role or material financial interest; not a proposed-transaction or subsidiary formula |
Material financial interest is not defined generally; director has it in each organization where director/family has one. Family means spouse, parent, child, spouse's child, brother, sister, or any such person's spouse. 'Related organization' uses separate chapter-control definition (§§ 10-19.1-01(51), -51(3)) |
Shareholder route: material transaction and director-interest facts fully disclosed/known to holders of all outstanding shares, voting or not. Board/committee route: same facts fully disclosed/known to board/committee. No source, writing, modified/confidential disclosure, or advance-time formula (§ 10-19.1-51(2)(b)-(c)) |
Good-faith approval/ratification by majority of directors or committee members currently holding office; interested directors cannot vote or count toward quorum. If removing them defeats ordinary quorum, conflict quorum becomes the remaining directors/members. Committee members are directors for § 51 (§§ 10-19.1-48(6), -51(2)(c)) |
Good-faith approval after all-holder knowledge/disclosure by either 2/3 of voting power entitled to vote and owned by persons other than interested directors, or unanimous affirmative vote of all outstanding shares including nonvoting. No separate group/quorum formula; 'vote' includes written action (§§ 10-19.1-01(63), -51(2)(b)) |
Statute requires both contract/transaction and person asserting validity to have been fair and reasonable as to corporation when authorized, approved, or ratified. It identifies validity proponent but gives no factors or evidentiary burden (§ 10-19.1-51(2)(a)) |
Covered party status or interested-director presence does not alone create voidability when a route applies; board route bars interested director vote and quorum count. Board action without meeting is all-director written action unless articles permit meeting-equivalent threshold, but § 51 gives no special abstention; shareholder written action follows § 75 (§§ 10-19.1-47, -51(1)-(2), -75) |
No general officer, controller, going-private, or corporate-opportunity route. Director/other-director compensation resolution is outside material-interest/transaction treatment despite presence/vote. Covered distributions and mergers/exchanges independently qualify; fairness/shareholder/board procedures not required between related organizations (§ 10-19.1-51(2)(d), (3)-(4)) |
Qualifying route makes contract/transaction not void/voidable because covered person/entity is party or director is present; does not declare authorization, fairness, enforceability, or fiduciary compliance. Committee minutes, if any, are available to committee/directors; no conflict-specific record or public-company rule (§§ 10-19.1-48(4)-(6), -51) |
| Oklahoma verified 2026-10-06 | Current 18 O.S. § 1030 through Oct. 31, 2026; contract/transaction between corporation and director/officer, or corporation and another entity where director/officer holds office or financial interest. No direct/indirect, materiality, subsidiary, or proposed-transaction formula stated; Nov. 1 amendment broadens scope (§ 1030(A); 2026 O.S.L. ch. 304 § 5) |
Current section uses director/officer relationship, interest, common office, or financial interest without defining materiality, control, related person, disinterested, or independence. Nov. 1 amendment defines control group, controlling shareholder, disinterested director/shareholder, going-private transaction, material interest, and material relationship (§ 1030(A); ch. 304 § 5(D)-(E)) |
Current board/shareholder routes require material relationship-or-interest and contract/transaction facts disclosed or known; no director-source, writing, confidentiality, or timing rule stated. Nov. 1 board route adds initiation/negotiation/approval involvement and disclosure/knowledge by all board or committee members (§ 1030(A)(1)-(2); ch. 304 § 5(A)(1)) |
Current good-faith affirmative majority of disinterested directors, even below quorum; interested/common directors count toward meeting quorum. No minimum or special committee rule. Nov. 1 adds no-gross-negligence condition and ≥2 all-disinterested committee if board lacks disinterested majority (§ 1030(A)(1), (B); ch. 304 § 5(A)(1)) |
Current shareholders entitled to vote specifically approve in good faith; no conflict-specific exclusion, quorum, denominator, or threshold stated. Nov. 1 route becomes informed, uncoerced majority of votes cast by disinterested shareholders and defines that class (§ 1030(A)(2); ch. 304 § 5(A)(2), (E)(5)) |
Current contract/transaction fair to corporation when authorized, approved, or ratified by board/committee/shareholders; no elements or burden stated. Nov. 1 ordinary and control routes use fairness to corporation and shareholders, but enacted text states no express burden (§ 1030(A)(3); ch. 304 § 5(A)(3), (B)(3), (C)(2)) |
Current safe harbor may apply despite interested director/officer presence, participation, or counted vote; interested directors count toward quorum. General board/committee no-meeting action requires all members' written/electronic consent, filed with minutes; no conflict-specific abstention mechanism (§§ 1027(F)(1), 1030(A), (B)) |
Express current directors/officers and common-office/financial-interest entities; no controlling-shareholder or going-private branch before Nov. 1. Enacted replacement adds alternate committee, disinterested-holder, or fairness routes for control transactions, and dual approval or fairness for going-private transactions (§ 1030; ch. 304 § 5(B)-(C)) |
Current qualifying route means contract/transaction not void/voidable solely for listed interest, presence, participation, or vote grounds. Records may be electronic if paper-convertible. Nov. 1 shifts to interest-based equitable-relief/damages limits, preserves authorization/governing-record/governmental-plan, change-of-control injunction, and aiding/abetting grounds, and adds listed-company presumption (§§ 1030, 1069; ch. 304 § 5(D)) |
| Oregon verified 2026-09-04 | Oregon Business Corporation Act, ORS ch. 60; domestic for-profit corporation. Covers transaction with corporation involving corporate director's direct/indirect interest; section names directors, not a general officer-conflict route (ORS 60.001(5), 60.361(1), 60.951) |
Indirect interest if other party is entity where director has material financial interest/general-partner status, or entity where director is director/officer/trustee and transaction is or should be board-considered. No materiality, related-person, control, or independence definition (ORS 60.361(2)) |
Material facts of transaction and director's interest disclosed to or known by board/committee or shareholders entitled to vote before authorization, approval, or ratification. Fairness route has no disclosure predicate; no special writing, confidentiality, director-source, tabulator, or timing rule stated (ORS 60.361(1)) |
Affirmative majority of directors on board/committee without direct/indirect interest; never one director alone. That majority creates conflict quorum. No good-faith, qualified-only committee, selection, or exclusion-from-deliberation condition stated (ORS 60.361(3)) |
Majority of shares entitled to count, voting as single group; same eligible-share majority, whether present or not, is conflict quorum. Interested director's shares and material-interest/general-partner entity shares may be counted; no disinterested-share exclusion (ORS 60.361(4)) |
Separate route if transaction was fair to corporation. Section states no measurement time, fairness definition, elements, or burden allocation; do not infer them (ORS 60.361(1)(c)) |
Interested director's presence/vote does not affect otherwise compliant board action, but cannot supply no-interest approving majority. General no-meeting action requires all board members to act and each director to sign; no conflict-specific abstention route stated (ORS 60.341, 60.361(3)) |
No controlling-stockholder, going-private, corporate-opportunity, or general officer route in ordinary conflict section. Board may fix director compensation unless governing records say otherwise; director loan/guarantee uses benefited-share exclusion or corporate-benefit board determination and approval (ORS 60.334, 60.361, 60.364) |
Satisfied route makes transaction not voidable by corporation solely because of director interest; unlawful loan does not affect borrower liability. Permanent meeting/no-meeting action records required. Other authorization, governing-document, fiduciary, securities, public acquisition, enforcement, and remedy questions remain (ORS 60.361(1), 60.364(2), 60.771) |
| Pennsylvania verified 2026-09-04 | Pennsylvania Business Corporation Law; domestic for-profit business corporation. Covers corporation-director/officer deals and corporation-other-enterprise deals where its director/officer is other association's governor/officer or has financial/other interest (§§ 1103, 1728(a)) |
Triggers: director/officer party; common governor/officer; financial or other interest. § 1728 states no materiality, related-person, control, independence, or disinterested definition. Wholly owned versus not-wholly-owned status creates separate common-official branches (§ 1728(a), (d)-(e)) |
Material facts about relationship/interest and contract/transaction disclosed to or known by board or shareholders entitled to vote before their approval; fairness and common-association alternatives do not use that disclosure predicate (§ 1728(a)(1)-(4)) |
Board authorizes by affirmative majority of disinterested directors even when they are fewer than quorum. Section states no separate good-faith or committee-composition condition. Common/interested directors count for quorum; ordinary board quorum/vote remains majority in office and majority present/voting unless bylaws vary (§§ 1727(a), 1728(a)(1), (b)-(c)) |
Specific good-faith approval by shareholders entitled to vote after disclosure/knowledge; no interested-share exclusion. Default: majority votes cast by all entitled voters, plus any class majority, at meeting with majority-of-entitled-votes quorum; shareholder-adopted bylaws may vary as allowed (§§ 1756(a), 1757(a), 1728(a)(2)-(c)) |
Separate route when transaction is fair to corporation at authorization, approval, or ratification by board/shareholders. Section gives no fairness definition or express burden allocation; do not decide or infer fairness (§ 1728(a)(3)) |
Covered director/officer may be present or participate and director's vote may count without voidability solely for that reason if a route applies; common/interested directors count for quorum. Ordinary board consent requires all directors; shareholder consent unanimous unless bylaws authorize meeting-minimum partial consent (§§ 1727(b), 1766(a)-(c), 1728(a)-(b)) |
Express officer coverage. Non-wholly-owned common association qualifies through ordinary routes or official's no substantial negotiation plus nonnecessary votes on both sides; wholly owned common-association link qualifies without added predicate. No controlling-stockholder/going-private route; director compensation governed separately (§ 1728(d)-(f)) |
Transaction not void/voidable solely for covered relationship, interest, presence, participation, or counted vote when route applies. Bylaws may restrict § 1728. Corporation keeps minutes and consents. Independent authorization, fairness, fiduciary, securities, public-company, enforcement, and remedy questions remain (§§ 1508(a)-(b), 1728(a)-(c), 1727(b), 1766(a)-(c)) |
| Rhode Island verified 2026-09-05 | Rhode Island Business Corporation Act; contract/transaction between the corporation and director/officer, or another corporation, partnership, association, or organization where director/officer holds office or a financial interest. No proposed-transaction or controlled-entity formula stated (R.I. Gen. Laws § 7-1.2-807(a)) |
Trigger uses director/officer party status, common office, or financial interest in the other organization. Section does not define financial- interest materiality, indirect interest, control, related person, disinterested director, or independence (§ 7-1.2-807(a)) |
Board/shareholder routes require material facts about the interest or relationship disclosed to or known by the board/committee or voting shareholders. Section does not separately require transaction facts, identify the discloser, prescribe writing/timing, or create a confidential- information route (§ 7-1.2-807(a)(1)-(2)) |
Affirmative majority of disinterested directors, even below ordinary quorum; common/interested directors count for meeting quorum. No one-director floor, qualified-only committee, committee-selection, good-faith, negligence, or deliberation-exclusion condition stated (§ 7-1.2-807(a)(1), (b)) |
Informed specific shareholder vote; no conflict-specific share exclusion, quorum, class, denominator, or threshold. General meeting default is majority of entitled shares for quorum and majority of present/proxied entitled shares for approval, subject to Act and governing-record overrides (§§ 7-1.2-705, -807(a)(2)) |
Separate route if contract/transaction is fair and reasonable to corporation; no measurement time, factors, valuation method, or burden allocation stated (§ 7-1.2-807(a)(3)) |
Listed statutory protection may apply despite interested director/officer presence, participation, or counted vote; interested directors count toward quorum. General board/committee no-meeting action requires all members' written/electronic consent filed with minutes; no conflict abstention route (§§ 7-1.2-807, -810) |
Officers and common-office/financial-interest entities expressly covered; current section has no controlling-stockholder, going-private, compensation, loan, opportunity, or public-company branch. Pending S 2761 would add business-judgment interest definitions and a related-party special-committee independence route (§ 7-1.2-807; 2026 S 2761) |
Qualifying route means no void/voidable result or director/officer liability solely for listed conflict, presence, participation, or vote grounds; no broader fiduciary, damages, injunction, authorization, or enforceability immunity stated. Shareholder/board/committee minutes required (§§ 7-1.2-807, -1502(a)) |
| South Carolina verified 2026-09-04 | South Carolina Business Corporation Act, Title 33 chs. 1-20; domestic for-profit corporation. Covers corporation transaction involving a corporate director's direct/indirect interest; caption mentions officer but operative conflict rule supplies no standalone officer route (§§ 33-1-400(4), 33-8-310(a)) |
Indirect interest if other party is entity where director has material financial interest/general-partner status, or entity where director is director/officer/trustee and transaction is or should be board-considered. No materiality, related-person, control, or independence definition (§ 33-8-310(b)) |
Material transaction facts and director's interest disclosed to or known by board/committee or shareholders entitled to vote before authorization, approval, or ratification. Fairness route has no disclosure predicate; no special writing, confidentiality, director-source, tabulator, or timing rule stated (§ 33-8-310(a)) |
Affirmative majority of directors on board/committee without direct/indirect interest; never one director alone. That majority creates conflict quorum. No good-faith, qualified-only committee, selection, or exclusion-from-deliberation condition stated (§ 33-8-310(c)) |
Majority of shares entitled to count; same eligible-share majority, whether present or not, is conflict quorum. Excludes shares owned/vote-controlled by interested director or material-interest/general-partner entity; excluded shares count for other Act approval (§ 33-8-310(b), (d)) |
Separate fairness-to-corporation route. Board/shareholder route shifts unfairness burden to challenger; without either, transaction proponent bears fairness burden. No measurement time or fairness definition stated (§ 33-8-310(a)) |
Interested director's presence/vote does not affect otherwise compliant board action, but cannot supply no-interest approving majority. General no-meeting action requires assent of all board members and signed consent from each; no conflict-specific abstention route stated (§§ 33-8-210, 33-8-310(c)) |
No controlling-stockholder, going-private, corporate-opportunity, or standalone officer-conflict route stated. Board may fix director compensation unless governing records say otherwise; director loan/guarantee uses benefited-share exclusion or corporate-benefit board determination and approval (§§ 33-8-111, 33-8-310, 33-8-320) |
Satisfied route makes transaction not voidable by corporation solely because of director interest and allocates fairness burden; unlawful loan does not affect borrower liability. Permanent meeting and no-meeting action records required. Other authorization, governing-document, fiduciary, securities, enforcement, and remedy questions remain (§§ 33-8-310(a), 33-8-320(b), 33-16-101(a)) |
| South Dakota verified 2026-09-04 | SDCL §§ 47-1A-860 to -863.3; ordinary domestic corporation. Covers effected/proposed transaction by corporation, subsidiary, or another entity the corporation controls when a director has conflicting interest; no general officer route (§§ 47-1A-860(1)-(2), -861.1) |
At time of commitment, director knows director/related person is party or has sufficiently significant beneficial financial link, or knows a listed associated entity/person has such link in a board-significant transaction. Related-person family, household, trust, estate, and fiduciary list applies (§ 47-1A-860(1), (3), (5)) |
Director discloses existence/nature of conflict plus all known subject facts an ordinarily prudent person would see as material. Confidential-duty alternative applies only when director/related person is not party: disclose conflict and duty limits to voting directors before vote and take no part in deliberation/vote (§§ 47-1A-860(4), -862.1) |
After disclosure, majority—but at least 1—of qualified directors who vote; committee needs at least 1 qualified member and either all board-qualified directors or appointment by their majority. Quorum is majority, at least 1, of all qualified board/committee directors; no express good-faith/negligence condition (§§ 47-1A-862 to -862.3) |
After transaction notice, director's share-identification statement, and required disclosure, majority of votes entitled to be cast by all qualified shares. Qualified shares exclude known beneficial ownership/vote control by interested director/related person; same majority is quorum. No separate voting-group formula; unanimous all-entitled-share consent is general no-meeting route (§§ 47-1A-704, -863 to -863.3) |
Transaction must be established fair to corporation, judged by circumstances at time of commitment—consummation, or contractual-obligation point when unilateral withdrawal would cause significant loss/liability/damage. Statute states no fairness elements or who carries burden (§§ 47-1A-860(5), -861.1(3)) |
Nonqualified director's presence/vote does not affect otherwise compliant qualified-director action; confidential-duty modified disclosure requires no deliberation/vote participation. Meeting presence otherwise implies assent absent stated objection/dissent/abstention. Board consent requires every director's signature; no conflict-specific consent abstention (§§ 47-1A-821, -824.1, -862.1 to -862.2) |
Subpart covers director conflicts and related persons; no express officer, controlling-stockholder, going-private, corporate-opportunity, loan, or listed-company branch. Separate § 47-1A-811 lets board set director compensation unless articles/bylaws say otherwise, without a conflict-specific presumption or standard |
Compliant director/shareholder action or established fairness bars injunction, set-aside, damages, or other sanctions because of director/associate interest; nonconflicting transaction gets parallel protection. Corporation permanently records meetings, no-meeting actions, and committee-in-place-of-board actions. Independent authorization, fiduciary, governing-document, securities, and public-company issues remain (§§ 47-1A-861 to -861.1, -1601) |
| Tennessee verified 2026-09-04 | Tennessee Business Corporation Act, §§ 48-18-701 to -704; effected/proposed transaction by corporation or corporation-controlled entity involving corporation director/officer as party, known material financial interest, or known related-person party/material interest at relevant time (§ 48-18-701(1)-(2), (8)) |
Control means majority governing-body election/removal power or majority risk-of-loss/residual-return exposure. Material financial interest/relationship asks reasonable expected impairment of objective judgment. Related person includes detailed family, household, controlled-entity, board/general-partner/governing-body/fiduciary, and employer branches (§ 48-18-701(1), (4)-(7)) |
Director/officer discloses conflict existence/nature plus all known subject-matter facts a conflict-free decisionmaker would reasonably believe material. Board route allows known facts; modified disclosure for specified related-person confidentiality duties requires all nonviolative facts, conflict, and duty nature. Shareholder route adds transaction-action notice and written pre-vote unqualified-share identification to secretary/tabulator (§§ 48-18-701(9), -703(a)-(b), -704(a)-(b)) |
Affirmative majority, but ≥2, qualified directors after disclosure; they deliberate/vote without any other director. Committee all qualified and either all board-qualified directors or their majority appointees. Majority/≥2 special quorum; separate ordinary authorization action required if documents/law demand more, and nonqualified directors may participate there. No separate good-faith condition stated (§ 48-18-703) |
Majority of votes cast by qualified-share holders; quorum is majority of votes entitled from all qualified shares. Excludes shares held by conflicted director/officer or related person except employer branch; holder includes record/beneficial. Nonqualified shares may participate in separately required authorization. Identification-only failure has narrow court-discretion route (§ 48-18-704) |
Transaction as whole beneficial to corporation, considering fair director/officer dealings and arm's-length comparability given consideration. Judged at relevant time: compliant board action, or legal-obligation time when no board action. Section says transaction must be established fair but does not expressly assign the actor or burden (§§ 48-18-701(3), (8), -702(b)(3)) |
Qualified directors deliberate/vote without any other director. Ordinary board no-meeting action requires every director's signed consent indicating vote/abstention; required meeting-level affirmative votes act, so conflict procedure and consent must be reconciled. Shareholder consent similarly allows all holders to sign with vote/abstention or charter-authorized meeting minimum (§§ 48-17-104, 48-18-202, -703(a)(1)) |
Express officers, related persons, and corporation-controlled entities; no controlling-stockholder, going-private, corporate-opportunity, loan, or public-company branch in Part 7. Board generally fixes director compensation unless charter/bylaws provide otherwise (§§ 48-18-111, -701 to -704) |
Non-conflict transaction cannot face equitable relief/director-or-officer damages/other sanctions merely for that person's interest; conflict transaction gets same interest-based limitation upon route. Independent ordinary authorization expressly preserved; permanent meeting/consent/committee records required. Governing documents, fiduciary, securities, authorization, and other grounds remain (§§ 48-18-702 to -704, 48-26-101(a), (d)) |
| Texas verified 2026-09-04 | Texas Business Organizations Code ch. 21; domestic for-profit corporation. Covers corporation contracts/transactions with directors/officers or their affiliates/associates, and with entities where one is managerial official or has financial interest; ordinary private non-electing corporation uses § 21.418(a)-(e) (§§ 1.002, 21.002(5), 21.418) |
Affiliate: controls/is controlled by/common control. Associate includes officer/governing-person entity, direct/indirect 10% voting owner, substantial-benefit trust/estate or fiduciary, co-resident spouse/relative, and governing person/affiliate/officer. Managerial official means officer or governing person. § 21.418 states no separate materiality definition (§§ 1.002(1)-(2), (52), 21.418(a)) |
Material facts about covered relationship/interest and contract/transaction must be disclosed to or known by board/committee or shareholders entitled to vote before their good-faith authorization; fairness is a separate route without that approval predicate (§ 21.418(b)) |
Board/committee authorizes in good faith by majority approval of disinterested directors/members, whether or not they constitute quorum. Common/interested directors may count for quorum and may participate/vote, but their votes do not become disinterested-majority approvals (§ 21.418(b)(1)(A), (c)-(d)) |
Specific good-faith approval by shareholders entitled to vote after disclosure/knowledge; § 21.418 does not exclude interested shares. Default: majority of entitled shares voting for/against/expressly abstaining at meeting with majority-share quorum, subject to lawful governing-document variation (§§ 21.358, 21.363, 21.418(b)(1)(B)) |
Separate route if contract/transaction is fair to corporation when board, committee, or shareholders authorize, approve, or ratify. § 21.418 states no fairness definition or ordinary-private-corporation burden allocation; do not import § 21.419's electing/listed-corporation claimant rules (§§ 21.418(b)(2), 21.419) |
Covered person may attend or participate and, as director/committee member, vote at authorizing meeting or sign unanimous written consent. Common/interested director may count toward quorum; ordinary board written action still requires every member's signature unless governing documents say otherwise (§§ 21.415(b), 21.418(c)-(d)) |
Expressly covers officers plus director/officer affiliates and associates. Listed or § 21.419-electing corporation has additional presumption/claim branch and may form independent-disinterested committee for controlling-shareholder/director/officer transactions. Ordinary § 21.418 states no compensation-specific or going-private route (§§ 21.416(g), 21.418(f), 21.419) |
For otherwise valid/enforceable deal, satisfied § 21.418(b) condition makes it valid/enforceable/not voidable despite covered interest; no breach-of-duty action merely because of relationship/interest or permitted participation. Section states no special minutes content. Listed/electing branch narrows claims through § 21.419; other authorization, governing-document, fiduciary, securities, fairness, and remedy questions remain (§§ 21.418(b), (e)-(f), 21.419) |
| Utah verified 2026-09-04 | Utah Revised Business Corporation Act, Title 16 ch. 10a; domestic for-profit corporation. Covers effected/proposed transaction by corporation or corporation-controlled entity where corporate director has defined conflict at commitment time; ordinary route names directors, not officers (§§ 16-10a-101, -102(11), -850(1)-(2), (5)) |
Conflict if director/related person is party or has sufficiently significant beneficial financial link expected to influence judgment, or specified entity/principal/employer/fiduciary/control relationships meet board-consideration branch. Qualified director excludes conflicted/materially related director; related person is family/household-beneficiary/fiduciary list (§§ 16-10a-102(31), -850(1), (3)) |
Director discloses conflict existence/nature plus all known subject-matter facts ordinarily prudent person would find material. Board route permits modified disclosure for nonparty conflict and legal/professional/confidentiality duty. Shareholder route adds transaction notice, disclosure to voters, and pre-vote share number/holder identity to secretary/tabulator; no writing specified (§§ 16-10a-850(4), -852(1)-(2), -853(1), (3)) |
Affirmative majority of qualified directors voting; no minimum-two floor. Committee all qualified and either all board-qualified directors or their majority appointees. Majority of qualified directors is special quorum; nonqualified presence/vote does not affect action. No separate good-faith condition stated (§ 16-10a-852) |
Quorum is majority of votes entitled from all qualified shares; approval requires majority of votes entitled from qualified shares present personally/by proxy. Qualified shares exclude known beneficially owned/vote-controlled shares of conflicted director or related person. Nonqualified presence/vote does not affect compliant action (§§ 16-10a-102(27), -853) |
Transaction judged fair to corporation under circumstances at time of commitment: consummation or contract point where unilateral withdrawal entails significant loss/liability/damage. Statute requires fairness be established but gives no elements or express burden bearer (§§ 16-10a-850(5), -851(2)(c)) |
Nonqualified director's presence/vote does not affect compliant qualified action; no exclusion from deliberation stated. General no-meeting board action requires all members' written consent, with qualifying electronic transmission; conflict provisions state no special abstention or conflicted-signature route (§§ 16-10a-821, -852(3)) |
No controlling-stockholder, going-private, general officer, corporate-opportunity, or loan route in §§ 16-10a-850 to -853. Board may fix director compensation unless articles/bylaws provide otherwise; other transaction-specific law remains separate (§§ 16-10a-811, -850 to -853) |
Nonconflict transaction and qualifying conflict route cannot be enjoined, set aside, or yield damages/other sanctions solely for director/associate interest in named shareholder/corporate proceeding. Permanent meeting/no-meeting/waiver records required. Governing-document, fiduciary, securities, public-company, authorization, and other grounds remain (§§ 16-10a-851, -1601(1), (4)) |
| Vermont verified 2026-09-04 | Vermont Business Corporation Act §§ 8.60-8.63; ordinary domestic corporation. Covers effected/proposed transaction by corporation or controlled entity where director is party, knowingly has material financial interest, or knows related person is party/interested at relevant time; no general officer route (§ 8.60(1)-(2)) |
Control means majority governing-body election/removal power or majority risk/residual returns. Material financial interest reasonably expected to impair director objectivity; related-person list covers family/household, controlled entity, other-director/governing/fiduciary roles, and employer. Current Chapters 1 and 8 do not define 'qualified director' despite § 8.62's use (§ 8.60) |
Required disclosure: conflict existence/nature plus all known transaction facts a conflict-free director would reasonably see as material. Board modified route only for related-person entity/governor/fiduciary or employer tie plus legal/confidential/ethics duty; disclose nonviolative facts, conflict, and duty nature. Share route adds written unqualified-share statement before vote (§§ 8.60(7), 8.62(b), 8.63(a)-(b)) |
Majority, never fewer than 2, of undefined 'qualified directors' who vote after disclosure; they deliberate/vote outside every other director's presence/participation. Committee must be all qualified and comprise all board-qualified directors or appointees of their majority. Qualified quorum is majority, never fewer than 2; no express good-faith/negligence condition (§ 8.62(a)-(c)) |
Majority of votes cast by qualified shares after action notice, written share statement, and required disclosure. Qualified excludes known/notified record or beneficial shares held by conflicted director or most related persons; quorum is majority of votes entitled from all qualified shares. No special voting-group rule; separate authorization may count unqualified shares (§ 8.63) |
Transaction must be established fair at relevant time: beneficial as whole, considering fair director dealings and arm's-length comparability given consideration. Relevant time is § 8.62 action or legal obligation if not brought to board/committee. Sections 8.60-8.61 assign no burden or proof standard (§ 8.60(3), (6); § 8.61(b)(3)) |
Special voters deliberate/vote outside presence and without participation of every other director; independent authorization may include nonqualified directors. General board no-meeting action requires every member's signed written consent included in minutes/records; conflict subchapter gives no consent abstention (§§ 8.21, 8.62(a)(1), (d)) |
No express officer, controlling-stockholder, going-private, common-director, corporate-opportunity, loan, or listed-company branch in conflict subchapter. Separate § 8.11 lets board set director compensation unless articles/bylaws say otherwise, with no conflict-specific presumption or exclusion |
Compliant director/shareholder action or established fairness bars equitable relief, damages, or sanctions against director on interest ground; nonconflicting transaction gets parallel protection. Separate authorization remains; written board consents enter minutes/records, but no conflict-specific filing/public-company rule. Undefined qualified-director term limits statutory certainty (§§ 8.21, 8.61-8.63) |
| Virginia verified 2026-09-04 | Virginia Stock Corporation Act; ordinary domestic share corporation. Covers transaction between corporation/one or more corporation-controlled entities and one or more corporation directors, officers, or related persons (§§ 13.1-603, 13.1-691(A)) |
Disinterested director lacks impairing financial interest or impairing relationship to financially interested person; related person has familial/financial/professional/employment relationship reasonably expected to impair director/officer judgment. Section uses but does not define entity control or material interest (§§ 13.1-603, 13.1-691(C)-(D)) |
Board/committee route: material facts of director/officer relationship or interest as to transaction disclosed or known; shareholder route: material transaction facts and relationship/interest disclosed to disinterested shareholders, with no knowledge alternative stated. No discloser, timing, written, or confidential-information rule (§ 13.1-691(A)(1)-(2)) |
Affirmative majority of disinterested directors on board/committee; one director alone cannot approve; that majority's approval creates conflict-route quorum. Interested presence/vote does not affect otherwise compliant action. Separate general good-faith business-judgment duty remains (§§ 13.1-690, 13.1-691(B)) |
Majority of eligible shares and eligible-share majority quorum. Excludes shares owned/vote-controlled by materially interested director/officer/related person, except interest devolving on corporation/shareholders generally; excluded shares count for other Chapter approvals. General consent defaults unanimous; articles may authorize lesser voting-group minimum with statutory conditions (§§ 13.1-657, 13.1-691(C)) |
Separate route if transaction is fair to corporation. Section states no measurement time, factor list, valuation standard, or express fairness-burden allocation; general director-duty claimant bears burden on that separate § 13.1-690 claim (§§ 13.1-690(D), 13.1-691(A)(3)) |
Covered circumstances include benefit, board/committee presence or participation, initiation, negotiation, approval, and counted director vote. Non-disinterested presence/vote does not affect otherwise compliant board action; ordinary no-meeting board action requires every director's signed delivered consent, with no special conflict abstention route (§§ 13.1-685, 13.1-691(A), (B)) |
Express officers, related persons, and corporation-controlled entities; no controlling-stockholder/going-private route. Board generally fixes director compensation unless documents say otherwise; investment-company directors and corporate opportunities have separate §§ 13.1-690.1 and 13.1-691.1 rules (§§ 13.1-683, 13.1-690.1, 13.1-691 to -691.1) |
Satisfied route bars equitable relief or director/officer damages because of enumerated covered circumstances/benefit/participation; not universal validity or claim elimination. Permanent shareholder/board/committee meeting and no-meeting records required; general director duty, business-opportunity remedies, authorization, governing documents, securities, and other bases remain (§§ 13.1-690 to -691.1, 13.1-770(A), (D)) |
| Washington verified 2026-09-04 | Washington Business Corporation Act; transaction effected/proposed by corporation, subsidiary, or other corporation-controlled entity respecting which corporation director has conflicting interest. Ordinary route is director-specific; officer/related-person business opportunities use separate § 23B.08.735 (§§ 23B.08.700-.710) |
Conflict includes known party status or beneficial financial/close link financially significant enough reasonably to influence director judgment; board-significant transaction also reaches director's other entity/control/common-control or general-partner/principal/employer ties. Related-person family/home/trust/estate/fiduciary list; commitment time defined (§ 23B.08.700(1)-(3), (5)) |
Director discloses existence/nature plus all known subject-matter facts ordinarily prudent person would reasonably believe material. Board route allows knowledge; confidentiality-duty branch permits modified disclosure before vote plus no deliberation/vote. Shareholder route adds transaction notice, required disclosure/knowledge, and director's pre-vote qualified-share identification to secretary/tabulator (§§ 23B.08.700(4), .720(1)-(2), .730(1), (4)) |
Majority, but ≥2, qualified directors who vote after disclosure/knowledge; same qualified-director majority/≥2 is special quorum. Committee must be all qualified and either all board-qualified directors or majority-appointed by them. Nonqualified presence/vote does not affect compliant action; general good-faith/care/best-interest duty remains (§§ 23B.01.400(42), 23B.08.300, .720) |
Majority of all votes entitled to be cast by qualified shares must favor after notice/disclosure; same majority voting power is quorum. Excludes known beneficially owned/vote-controlled shares of conflicted director/related person; nonqualified presence/vote normally no effect. Failure to identify shares has narrow court-discretion route if outcome not determined/intended influenced (§ 23B.08.730) |
Transaction must be established fair to corporation, judged by circumstances at defined commitment time (effective time or contractual point when unilateral withdrawal entails significant loss/liability/damage). No factor list or actor expressly assigned burden (§§ 23B.08.700(5), .710(2)(c)) |
Nonqualified director presence/vote does not affect compliant board action; modified confidentiality route requires conflicted director play no direct/indirect part in deliberation/vote. Ordinary board no-meeting action requires all directors' executed delivered consents; generic shareholder consent has meeting-vote effect and must still satisfy conflict-route disclosure and qualified-share count (§§ 23B.07.040, 23B.08.210, .720(2)-(3), .730) |
No controlling-stockholder/going-private branch. Director compensation generally board-fixed unless documents say otherwise. Business-opportunity section separately covers directors, officers, and related persons, with qualified-approval or article duty limitation/elimination routes and officer-specific later board approval (§§ 23B.08.110, .735) |
Non-conflict transaction cannot face injunction/set-aside/damages/other sanctions merely for director/associate interest; conflict transaction gets same limited effect upon route. Share-tabulation failure permits tailored court action; permanent meeting/consent/committee records required. Authorization, governing documents, general director standards, securities, and other grounds remain (§§ 23B.08.300, .710, .730(5), 23B.16.010) |
| West Virginia verified 2026-09-04 | West Virginia Business Corporation Act; corporate contracts/transactions with director/officer or another organization where director/officer serves or has financial interest. Officers expressly included (§ 31D-8-860(a)) |
Direct party status, common directorship/officership, or financial interest in other corporation/partnership/association/organization. No defined materiality floor, related-person/control, or independence test in conflict section (§ 31D-8-860(a)) |
Material relationship/interest and contract/transaction facts disclosed to or known by approving board/committee or “members entitled to vote.” No special written disclosure or confidentiality mechanism (§ 31D-8-860(a)(1)-(2)) |
Good-faith affirmative majority of disinterested directors even below quorum; common/interested directors count for quorum. Ordinary committee needs at least two members and greater-of board approval for creation/appointment; no conflict-specific two-disinterested-person floor (§§ 31D-8-860, 31D-8-825(a)-(b)) |
Section literally uses informed specific good-faith vote of “members entitled to vote”; it supplies no special threshold, quorum, interested-share exclusion, voting-group, or consent rule and does not resolve that terminology (§ 31D-8-860(a)(2)) |
Independent route: fair as to corporation when authorized, approved, or ratified by board, committee, or members. Section states no fairness elements or burden allocation (§ 31D-8-860(a)(3)) |
Interest/presence/participation/counted vote alone does not create voidability if a route is met; interested directors count for quorum, not disinterested approving majority. General board/committee consent: all members sign, file with minutes/records; last signature effective unless consent says otherwise (§§ 31D-8-860, -821, -825(c)) |
Officers expressly covered; no controlling-holder, going-private, or business-opportunity branch in conflict section. Board fixes director compensation, including reasonable actual-duty expenses, unless articles/bylaws say otherwise (§§ 31D-8-860, -811) |
Not void/voidable solely for specified interest or participation grounds if route met; no general fiduciary/remedy immunity. Committee delegation alone does not establish conduct-standard compliance. Permanent shareholder/board/committee action records required (§§ 31D-8-860, -825(f), 31D-16-1601) |
| Wisconsin verified 2026-09-04 | Wisconsin Business Corporation Law, ch. 180; ordinary domestic for-profit corporation. Conflict transaction is transaction with corporation in which its director has direct/indirect interest; no general officer-conflict route (§§ 180.0103(5), 180.0831(1)) |
Indirect-interest circumstances include but are not limited to other party where director has material financial interest/is general partner, or serves as director/officer/trustee and transaction is or, because significant, should be board-considered. No materiality, related-person, control, or independence definition (§ 180.0831(3)) |
Material facts of transaction and director's interest disclosed or known to board/committee or shareholders entitled to vote before qualifying authorization, approval, or specific ratification. No special writing, confidential-information, tabulator, director-source, or fuller timing rule (§ 180.0831(2)) |
Affirmative majority of board/committee directors with no direct/indirect interest; that majority itself supplies conflict-procedure quorum. No minimum-two, good-faith, committee-selection, or qualified-only deliberation condition; interested presence/vote does not affect qualifying action (§§ 180.0824(1), (3), 180.0831(4)) |
Majority of shares entitled under conflict subsection; excludes interested director-controlled shares and entity shares from material-financial-interest/general-partner branch, but not expressly other indirect-interest branch. Eligible-share majority whether present is special quorum; excluded votes still count for separate ordinary voting-group approval. General consent routes require unanimity or articles authorization (§§ 180.0704(1)-(2), 180.0725(1), (3), 180.0831(5)) |
No fairness alternative, relevant-time rule, fairness definition, or burden allocation in § 180.0831. Separate limited-liability section identifies claimant-proved willful failure to deal fairly involving material conflict; it is not a transaction-approval route (§ 180.0828(1)(a)) |
Interested director's presence/vote does not affect otherwise qualifying board action; present director has general assent/dissent record rule. No-meeting board action requires every director's signed consent; conflict section states no special abstention consent. Shareholder consent must preserve conflict-specific eligible-share count (§§ 180.0704, 180.0821, 180.0824(4), 180.0831(4)-(5)) |
No general officer, controlling-stockholder, going-private, compensation, business-opportunity, or public-company branch in § 180.0831. Separate director-loan/guarantee section uses disinterested-share vote or benefit determination/board approval and excepts specified advances (§ 180.0832) |
Conflict transaction not voidable by corporation solely for director interest after qualifying approval; no universal validity/fairness effect. Director monetary-liability statute separately excepts claimant-proved willful unfair dealing in material conflict, improper profit, criminal violation, or willful misconduct; permanent meeting/consent/committee records if prepared (§§ 180.0828, 180.0831(2), 180.1601) |
| Wyoming verified 2026-09-04 | Wyoming Business Corporation Act §§ 17-16-860 to -863; ordinary domestic corporation. Covers effected/proposed transaction by corporation or controlled entity where director is party, knowingly has material financial interest, or knows related person is party/interested at relevant time; no general officer route (§ 17-16-860(a)(i)-(ii)) |
Control means majority governing-body election/removal power or majority risk/residual returns. Material financial interest reasonably expected to impair director objectivity; related-person list covers family/household, controlled entity, other-director/governing/fiduciary roles, and employer. Qualified director lacks conflict or influential material relationship; nomination/common-board facts not automatic bars (§§ 17-16-143, -860) |
Required disclosure: conflict existence/nature plus all known transaction facts a conflict-free director would reasonably see as material. Modified route only for related-person entity/director/fiduciary or employer tie plus legal/confidential/ethics duty; disclose nonviolative facts, conflict, and duty nature. Share route permits required or modified disclosure and adds written unqualified-share statement before vote (§§ 17-16-860(a)(vii), -862(b), -863(a)-(b)) |
Majority, never fewer than 2, of qualified directors who vote after disclosure; they deliberate/vote outside every other director's presence/participation. Committee must be all qualified and comprise all board-qualified directors or appointees of their majority. Qualified quorum is majority, never fewer than 2; no express good-faith/negligence condition (§ 17-16-862(a)-(c)) |
Majority of votes cast by qualified shares after action notice, written share statement, and required/modified disclosure. Qualified excludes known/notified record or beneficial shares held by conflicted director or most related persons; quorum is majority of votes entitled from all qualified shares. No special group rule; separate authorization may count unqualified shares (§ 17-16-863) |
Transaction must be established fair at relevant time: beneficial to or at least not harmful to corporation, considering fair director dealings and arm's-length comparability given consideration. Relevant time is § 862 action or legal obligation if not brought to board/committee. § 831 preserves otherwise-applicable fairness burden (§§ 17-16-831(c)(i), -860(a)(iii), (vi), -861(b)(iii)) |
Qualified voters deliberate/vote outside presence and without participation of every other director; independent authorization may include nonqualified directors. General board consent uses requisite-number signed/electronic consents and 10-day notice after nonunanimous action; conflict subarticle gives no consent shortcut around special procedure. Shareholder consent has all-holder default/articles meeting-threshold route (§§ 17-16-704, -821, -862(a)(i), (d), -863) |
No express officer, controlling-stockholder, going-private, compensation-conflict, loan, or listed-company branch. Separate § 17-16-811 lets board set director compensation unless articles/bylaws say otherwise. § 17-16-870 protects advance corporate-opportunity disclaimer after qualified director/share action and all-known-material-facts disclosure; not using it creates no inference/burden change |
Compliant director/shareholder action or established fairness bars equitable relief, damages, or other relief against director on interest ground; nonconflicting transaction gets parallel protection. Separate authorization and otherwise-applicable fairness burden remain. Permanent meeting/no-meeting/committee records required; no conflict-specific filing/public-company rule (§§ 17-16-831(c), -861 to -863, -1601(a)) |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Ohio is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
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