---
title: "Assemble the facts for an interested-director approval record"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/assemble-the-facts-for-a-related-party-explanatory-statement/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-10-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Assemble the facts for an interested-director approval record

> 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…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/assemble-the-facts-for-a-related-party-explanatory-statement/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Assemble the facts for a related-party explanatory statement](https://ailawframework.com/practice/commercial-and-corporate-advisory/assemble-the-facts-for-a-related-party-explanatory-statement.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Delaware does not require a lodged explanatory statement to members for every related-party benefit. The lawyer decides whether this transaction needs a stockholder vote at all.
- Opinion 512: a generated list still needs the lawyer's own judgment before it is used as the facts on which the board relies.

## Sources

- [Delaware General Corporation Law, Subchapter IV, including § 144 Interested directors and officers](https://delcode.delaware.gov/title8/c001/sc04/index.html) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*