35-1-461. Definitions.
35-1-461. Definitions. As used in 35-1-461 through 35-1-464, the following definitions apply:
(1) "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest if:
(a) regardless of whether the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that the director or a related person is a party to the transaction or has a beneficial financial interest in or is so closely linked to the transaction and the transaction is of such financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director's judgment if the director were called upon to vote on the transaction; or
(b) the transaction is brought, or is of a character and significance to the corporation that it would in the normal course be brought, before the board of directors of the corporation for action and the director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial financial interest in or is so closely linked to the transaction and the transaction is of such financial significance to the person that the interest would reasonably be expected to exert an influence on the director's judgment if the director were called upon to vote on the transaction:
(i) an entity, other than the corporation, of which the director is a director, general partner, agent, or employee;
(ii) a person who controls one or more of the entities specified in subsection (1)(b)(i) or an entity that is controlled by, or is under common control with, one or more of the entities specified in subsection (1)(b)(i); or
(iii) an individual who is a general partner, principal, or employer of the director.
(2) "Director's conflicting interest transaction", with respect to a corporation, means a transaction effected or proposed to be effected by the corporation or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest in which transaction a director of the corporation has a conflicting interest.
(3) "Related person" means:
(a) the spouse or a parent or sibling of a spouse of the director;
(b) a child, grandchild, sibling, parent or spouse of any child, grandchild, sibling, or parent of the director;
(c) an individual having the same residence as the director;
(d) a trust or estate of which an individual specified in this subsection (3) is a substantial beneficiary; or
(e) a trust, estate, incompetent person, conservatee, or minor for whom the director is a fiduciary.
(4) "Required disclosure" means disclosure by a director, who has a conflicting interest, of:
(a) the existence and nature of the conflicting interest; and
(b) all facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.
(5) "Time of commitment" respecting a transaction means the time when the transaction is consummated or, if made pursuant to contract, the time when the corporation or its subsidiary or the entity in which it has a controlling interest becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability, or other damage.
History: En. Sec. 108, Ch. 368, L. 1991; amd. Sec. 1267, Ch. 56, L. 2009.