Assemble the facts for an interested-director approval record
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Under the headings in § 144(a), list the directors or officers, the relationship or financial interest, the act or transaction, and the facts in the file that go to disclosure, to which directors are disinterested, and to fairness. Do not write the board paper or a stockholder notice.
- What the lawyer must review
- The lawyer writes the record the board or the stockholders use. Section 144(a) turns on disclosure of the material facts as to the relationship or interest and as to the act or transaction, including any involvement in the initiation, negotiation or approval. The lawyer decides what is material, which directors are disinterested, and whether a committee of at least two disinterested directors is required.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Consider narrowly defined preparation support after confirming the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.