Corporate Interested-Director Transaction Requirements in New Hampshire

At a glance

Requirements one by one

Related persons and qualified directors are separate inquiries

N.H. Rev. Stat. § 293-A:8.60 includes named relatives, household members, controlled entities, specified fiduciary and business relationships, and the director’s employer. Section 293-A:1.43 excludes a director with the conflict or a material relationship to another conflicted director. Shared board service and nomination by a nonqualified director do not automatically defeat qualification.

Modified disclosure is limited to specified relationships and duties

Section 293-A:8.62(b) applies only when the conflict arises solely through the specified fiduciary/business-entity or employer branch and the director reasonably believes disclosure would violate law, an enforceable confidentiality obligation, or a professional ethics rule. Nonprotected information, the conflict, and the nondisclosure duty must still be disclosed.

Qualified quorum and approval count different groups

Section 293-A:8.62 uses all qualified directors on the body for quorum and qualified directors who vote for approval. Each calculation has a two-director floor. With five qualified directors, three form quorum; if those three vote, two affirmative votes satisfy the special approval threshold. Other directors may not participate in this deliberation or vote.

The shareholder vote requires a prior written share report

Before the vote, § 293-A:8.63(b) requires the conflicted director to tell the tabulator in writing the number of known nonqualified shares and holders’ identities. The definition includes record and beneficial holders. The meeting electorate is fixed at the notice record date, and the related-person share exclusion expressly excepts the employer branch.

Fairness examines the transaction at the relevant time

Sections 293-A:8.60(a)(3), (6) and 293-A:8.61(b)(3) require established fairness at qualifying board action or, without it, the binding corporate commitment. The definition considers overall corporate benefit, the director’s dealings, and arm’s-length comparability for the consideration. It does not name a party bearing a general fairness burden.

Unanimous written consent has a last-signature rule

Section 293-A:8.21 requires unanimous board consent unless the articles or bylaws provide otherwise. Signed consents describe the action and are included in the minutes or corporate records. The action becomes effective when the last director signs unless the consent specifies another date; the conflict procedure provides no special omitted-signature route.

Compensation and opportunities have separate provisions

Section 293-A:8.11 permits board-set compensation unless the governing records provide otherwise. Section 293-A:8.70 provides a director opportunity disclaimer before the director becomes legally obligated, using the qualified approval procedures with prior disclosure of all then-known material opportunity facts. It does not create a general officer transaction route.

The statutory protection is tied to the transaction-interest ground

Section 293-A:8.61 addresses the specified equitable relief, damages, and sanctions against directors on the interest ground in shareholder or corporate proceedings. It separately protects transactions outside the defined conflict category from that ground. Section 293-A:16.01 requires permanent meeting and action records and permits electronic or reasonably paper-convertible records.

What trips people up

Approval under the conflict procedure may still leave ordinary authorization to obtain. Sections 293-A:8.62(d) and 293-A:8.63(f) require independent action when another statute or governing record requires it and allow nonqualified directors or shares to participate in that independent action. Nonqualified- share presence or voting does not otherwise spoil a compliant qualified-share vote.

Common questions

Can a court address a missing written share report?

Section 293-A:8.63(e) permits discretion if that is the sole defect and the director establishes the failure was neither intended to influence nor determinative of the outcome. Protection is not automatic.

Can approval come after the transaction?

Section 293-A:8.61(b)(1)-(2) allows qualifying board or shareholder action “at any time,” subject to the disclosure and procedural conditions.

Does skipping the opportunity disclaimer establish a breach?

Section 293-A:8.70(b) says that omission creates no inference that the opportunity should first have been presented to the corporation and does not alter the otherwise-applicable burden of proof.

Statutes and sources

All official texts below were accessed September 4, 2026.

• N.H. Rev. Stat. § 293-A:1.43 — Official text: “Section 293-A:1.43 293-A:1.43 Qualified Director. – (a) A "qualified director" is a director who, at the time action is to be taken under: (1) RSA 293-A:7.44, does not have (i) a material interest in the outcome of the proceeding, or (ii) a material relationship with a person who has such an interest; (2) RSA 293-A:8.53 or RSA 293-A:8.55, (i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a director's conflicting interest transaction or who sought a disclaimer of the corporation's interest in a business opportunity under RSA 293-A:8.70, which transaction or disclaimer is challenged in the proceeding, and (iii) does not have a material relationship with a director described in either clause (i) or clause (ii) of this subsection (a)(2); (3) RSA 293-A:8.62, is not a director (i) as to whom the transaction is a director's conflicting interest transaction, or (ii) who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction; or (4) RSA 293-A:8.70, would be a qualified director under subsection (a)(3) if the business opportunity were a director's conflicting interest transaction. (b) For purposes of this section: (1) "material relationship" familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken; and (2) "material interest" means an actual or potential benefit or detriment (other than one which would devolve on the corporation or the shareholders generally) that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken. (c) The presence of one or more of the following circumstances shall not automatically prevent a director from being a qualified director: (1) nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; (2) service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director; or (3) with respect to action to be taken under RSA 293-A:7.44, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.”

• N.H. Rev. Stat. § 293-A:8.60 — Official text: “Section 293-A:8.60 293-A:8.60 Subdivision Definitions. – (a) In this subdivision: (1) "Director's conflicting interest transaction" means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation: (i) to which, at the relevant time, the director is a party; or (ii) respecting which, at the relevant time, the director had knowledge and a material financial interest known to the director; or (iii) respecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest. (2) "Control," including the term "controlled by," means (i) having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract, or otherwise, or (ii) being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns. (3) "Relevant time" means (i) the time at which directors' action respecting the transaction is taken in compliance with RSA 293-A:8.62, or (ii) if the transaction is not brought before the board of directors of the corporation (or its committee) for action under RSA 293-A:8.62, at the time the corporation (or an entity controlled by the corporation) becomes legally obligated to consummate the transaction. (4) "Material financial interest" means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director's judgment when participating in action on the authorization of the transaction. (5) "Related person" means: (i) the director's spouse; (ii) a child, stepchild, grandchild, parent, step parent, grandparent, sibling, step sibling, half sibling, aunt, uncle, niece, or nephew (or spouse of any thereof) of the director or of the director's spouse; (iii) an individual living in the same home as the director; (iv) an entity (other than the corporation or an entity controlled by the corporation) controlled by the director or any person specified above in this subdivision (5); (v) a domestic or foreign (A) business (other than the corporation or an entity controlled by the corporation) of which the director is a director, (B) unincorporated entity of which the director is a general partner or a member of the governing body, or (C) individual, trust or estate for whom or of which the director is a trustee, guardian, personal representative, or like fiduciary; or (vi) a person that is, or an entity that is controlled by, an employer of the director. (6) "Fair to the corporation" means, for purposes of RSA 293-A:8.61(b)(3), that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was (i) fair in terms of the director's dealings with the corporation, and (ii) comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation. (7) "Required disclosure" means disclosure of (i) the existence and nature of the director's conflicting interest, and (ii) all facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.”

• N.H. Rev. Stat. § 293-A:8.61 — Official text: “Section 293-A:8.61 293-A:8.61 Judicial Action. – (a) A transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation) may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction. (b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if: (1) directors' action respecting the transaction was taken in compliance with RSA 293-A:8.62 at any time; or (2) shareholders' action respecting the transaction was taken in compliance with RSA 293-A:8.63 at any time; or (3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.”

• N.H. Rev. Stat. § 293-A:8.62 — Official text: “Section 293-A:8.62 293-A:8.62 Directors' Action. – (a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of RSA 293-A:8.61(b)(l) if the transaction has been authorized by the affirmative vote of a majority (but no fewer than 2) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b), provided that: (1) the qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and (2) where the action has been taken by a committee, all members of the committee were qualified directors, and either (i) the committee was composed of all the qualified directors on the board of directors or (ii) the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board. (b) Notwithstanding subsection (a), when a transaction is a director's conflicting interest transaction only because a related person described in clause (v) or clause (vi) of RSA 293-A:8.60(a)(5) is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction: (1) all information required to be disclosed that is not so violative, (2) the existence and nature of the director's conflicting interest, and (3) the nature of the conflicted director's duty not to disclose the confidential information. (c) A majority (but no fewer than 2) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. (d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.”

• N.H. Rev. Stat. § 293-A:8.63 — Official text: “Section 293-A:8.63 293-A:8.63 Shareholders' Action. – (a) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of RSA 293-A:8.61(b)(2) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after (1) notice to shareholders describing the action to be taken respecting the transaction; (2) provision to the corporation of the information referred to in subsection (b); and (3) communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them. In the case of shareholders' action at a meeting, the shareholders entitled to vote shall be determined as of the record date for notice of the meeting. (b) A director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under subsection (c), and the identity of the holders of those shares. (c) For purposes of this section: (1) "holder" means and "held by" refers to shares held by both a record shareholder (as defined in RSA 293-A:13.01(a)(11)) and a beneficial shareholder (as defined in RSA 293-A:13.01(a)(2)); and (2) "qualified shares" means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) is notified, are held by (A) a director who has a conflicting interest respecting the transaction or (B) a related person of the director (excluding a person described in clause (vi) of RSA 293-A:8.60(a)(5)). (d) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this section. Subject to the provisions of subsection (e), shareholders' action that otherwise complies with this section is not affected by the presence of holders, or by the voting, of shares that are not qualified shares. (e) If a shareholders' vote does not comply with subsection (a) solely because of a director's failure to comply with subsection (b), and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances. (f) Where shareholders' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate.”

• N.H. Rev. Stat. § 293-A:8.70 — Official text: “Section 293-A:8.70 293-A:8.70 Business Opportunities. – (a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the opportunity the director brings it to the attention of the corporation and: (1) action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in RSA 293-A:8.62, as if the decision being made concerned a director's conflicting interest transaction; or (2) shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in RSA 293-A:8.63, as if the decision being made concerned a director's conflicting interest transaction; except that, rather than making "required disclosure" as defined in RSA 293-A:8.60, in each case the director shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director. (b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.”

• N.H. Rev. Stat. § 293-A:8.21 — Official text: “Section 293-A:8.21 293-A:8.21 Action Without Meeting. – (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by unanimous consent of all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.”

• N.H. Rev. Stat. § 293-A:8.11 — Official text: “Section 293-A:8.11 293-A:8.11 Compensation of Directors. – Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.”

• N.H. Rev. Stat. § 293-A:16.01 — Official text: “Section 293-A:16.01 293-A:16.01 Corporate Records. – (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each. (d) A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.”