---
title: "Check whether an interested-director transaction needs board or stockholder approval"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/check-whether-a-financial-benefit-to-a-related-party-needs-member-approv/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-JU20261022-11-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check whether an interested-director transaction needs board or stockholder approval

> 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…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/check-whether-a-financial-benefit-to-a-related-party-needs-member-approv/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 | 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 | United States |
| Applies to | [Check whether a financial benefit to a related party needs member approval](https://ailawframework.com/practice/commercial-and-corporate-advisory/check-whether-a-financial-benefit-to-a-related-party-needs-member-approv.md) |

## Checking plan

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

## Notes

- Stockholder approval is one path, not a requirement for every financial benefit to a director or officer.
- A public company may also have a related-person disclosure item in Regulation S-K. That item was not opened for this check.

## 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 Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (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.*