Check whether an interested-director transaction needs board or stockholder approval
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the proposed transaction, the parties and the dates, list the corporation or subsidiary, the director or officer named in the file, the interest described, and whether the file records disclosure to the board or a committee, a disinterested-stockholder vote, or a fairness determination. Do not decide which path applies.
- What the lawyer must review
- The lawyer decides whether § 144(a) applies and which of its three paths, if any, is made out: disclosure to and good-faith authorisation by a majority of the disinterested directors, or by a committee of at least two disinterested directors where a majority of the board is not disinterested; an informed, uncoerced vote of a majority of the votes cast by the disinterested stockholders; or fairness to the corporation and its stockholders. Subsections (b) and (c) are separate paths for controlling-stockholder transactions. The section notes 85 Del. Laws, c. 6, § 3, on application.
- 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.