Corporate Interested-Director Transaction Requirements in Alaska
At a glance
| Governing law, entity, transaction, and covered-person scope | 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 |
|---|---|
| Interest, relationship, control, and materiality definitions | 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)) |
| Required disclosure, facts, timing, knowledge, and recipients | 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)) |
| Disinterested or qualified board/committee composition, quorum, vote, and good faith | 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)) |
| Disinterested shareholder notice, voting group, quorum, consent, and threshold | 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)) |
| Fairness alternative, relevant time, burden, and statutory standard | 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)) |
| Interested-person presence, participation, vote, abstention, and written consent | 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)) |
| Controlling stockholders, officers, compensation, and special transaction routes | 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)) |
| Statutory effect, remedies, records, fiduciary, and public-company boundaries | 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)) |
Requirements one by one
Governing law, transaction, and covered-person scope
Alaska Stat. § 10.06.478(a) covers a corporation's contract or other transaction with one or more directors and a transaction with another corporation, firm, or association in which a director has a material financial interest. Subsection (c) separately covers the narrower common-directorship relationship.
The section does not state a proposed-transaction, controlled-subsidiary, related-person, or general officer formula. It also does not supply the independent corporate authority required to enter the transaction.
Material financial interest and common directorship
Section 10.06.478 does not generally define material financial interest. It does provide two boundaries: common directorship alone is not a material financial interest, and a director is not interested in a resolution fixing another director's compensation merely because the first director also receives corporate compensation.
The common-director branch does not apply when subsection (a)'s material- financial-interest rule already covers the transaction. The actual interest and relationship record determines which branch is relevant.
Full disclosure and the board route
For the material-interest board route, the board must receive or know the material facts about both the transaction and the director's interest. The board then authorizes, approves, or ratifies in good faith through a sufficient vote without the interested directors' votes.
That vote is not enough by itself. The person asserting validity also bears the burden of proving that the transaction was just and reasonable to the corporation when authorized, approved, or ratified. The statute states no fairness factors or standard of proof.
The common-director board route likewise requires disclosure or knowledge of the material transaction and other-directorship facts and a sufficient good- faith vote without the common directors. It does not add the subsection (a)(2) just-and-reasonable requirement.
Board committees cannot use the conflict route
Alaska Stat. § 10.06.468(a)(9) expressly withholds from a board committee the power to authorize, approve, or ratify the contracts or transactions covered by § 10.06.478. The board route is therefore not a committee-approval route.
This is a statutory authority limit, not a conclusion about what information a committee may gather or whether another lawful delegation exists for work outside the actual conflict authorization, approval, or ratification.
The shareholder routes differ by conflict type
For a material-financial-interest transaction, the shareholders must receive or know the material transaction and interest facts and approve in good faith. Shares owned by the interested directors are not entitled to vote on this approval.
Alaska Stat. § 10.06.415(a) supplies the general baseline: a majority of shares entitled to vote normally forms quorum, subject to the articles and the one- third floor, and a majority of represented shares entitled to vote acts at the quorate meeting unless a greater or class vote applies. The common-director branch instead says shareholders approve in good faith and does not repeat the interested-share exclusion.
Presence, quorum, vote, and written consent
Covered party status or an interested or common director's meeting presence does not alone make the transaction void or voidable when the applicable route is satisfied. Section 10.06.478(d) allows those directors to count toward quorum, while the board vote must still be sufficient without their votes.
Alaska Stat. § 10.06.475(b) contains no conflict-specific abstention procedure. The general no-meeting route uses identical written consents signed by all board members, files them with the minutes, and gives them the effect of a unanimous vote. The interaction with § 10.06.478's vote-exclusion language should not be treated as a shortcut around the board-meeting conditions.
Compensation and absent special branches
Section 10.06.478(b) addresses only a resolution fixing another director's compensation: the first director is not interested merely because the first also receives compensation. Separately, § 10.06.450(a) lets the board fix director compensation unless the articles provide otherwise.
The conflict section states no general officer, controlling-stockholder, going- private, corporate-opportunity, loan, listed-company, or public-company route. Those subjects should not be inferred from the director provision.
Statutory effect and records
A qualifying route makes the contract or transaction neither void nor voidable because the covered director or other entity is a party or because the director attended the authorizing, approving, or ratifying board meeting. It does not declare independent authorization, validity on every ground, enforceability, fairness, or compliance with fiduciary or securities law. Subsection (e) expressly preserves prohibitions and restraints imposed by AS 45.50.
Alaska Stat. § 10.06.430(a) requires correct and complete minutes of shareholder, board, and board-committee proceedings in writing or a form convertible to writing. The conflict statute adds no special filing. Minutes document the process but cannot themselves prove complete disclosure, sufficient votes, good faith, or just-and-reasonable treatment.
What trips people up
Alaska's board route has both a vote and a merits requirement. A sufficient good-faith vote without interested directors is paired with the validity proponent's burden to prove just-and-reasonable treatment.
Quorum and voting are different. An interested director may count toward quorum but cannot supply the board-route vote. A committee cannot supply the conflict approval at all.
The common-director branch is not identical. It does not use subsection (a)'s interested-share exclusion or board-route fairness burden, and it yields when the material-financial-interest branch applies.
Common questions
May an interested director attend the board meeting?
Yes. Presence alone is not disqualifying, and the director may count toward quorum. The approving board vote must still be sufficient without that director's vote.
Can a committee approve the transaction?
No under the § 10.06.478 conflict route. Section 10.06.468(a)(9) expressly withholds that power from board committees.
Is shareholder approval subject to the fairness burden?
The subsection (a)(1) shareholder route does not state the subsection (a)(2) just-and-reasonable burden. This cell does not infer a fairness conclusion or address independent fiduciary standards.
Statutes and sources
- Alaska Stat. §§ 10.06.415(a) and 10.06.430(a) — general shareholder vote baseline and corporate minutes.
- Alaska Stat. §§ 10.06.450(a), 10.06.468(a)(9), and 10.06.475(b) — board compensation, committee prohibition, and written board action.
- Alaska Stat. § 10.06.478 — interested and common directors, disclosure, board and shareholder approval, fairness burden, quorum, compensation, and statutory effect.
All are in the official Alaska Statutes chapter 10.06 print range, accessed September 4, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Alaska law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Alaska law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace