---
title: "Record interested-director disclosures for a board decision"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/record-the-material-personal-interest-disclosures-for-a-board-decision/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-X20260927-9-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Record interested-director disclosures for a board decision

> Extract from the papers each director's or officer's relationship to the transaction, and list who would count as interested. Write none of the disclosure, the minutes or the consent.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/record-the-material-personal-interest-disclosures-for-a-board-decision/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 | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | Extract from the papers each director's or officer's relationship to the transaction, and list who would count as interested. Write none of the disclosure, the minutes or the consent. |
| What the lawyer must review | Delaware General Corporation Law § 144 sets the paths for an interested-director or officer transaction, including disclosure of the material facts to the board or a committee and approval by a majority of the disinterested directors, and an informed uncoerced vote of disinterested stockholders. The official section carries an application note for 85 Del. Laws, c. 6. You decide who is disinterested, what must be disclosed, and which approving vote is used. You write the disclosure and the consent. The section does not apply to a corporation formed under another state's law. |
| Written for | United States |
| Applies to | [Record the material personal interest disclosures for a board decision](https://ailawframework.com/practice/commercial-and-corporate-advisory/record-the-material-personal-interest-disclosures-for-a-board-decision.md) |

## Checking plan

- What the AI does: Extract from the papers each director's or officer's relationship to the transaction, and list who would count as interested. Write none of the disclosure, the minutes or the consent.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Read the current § 144 on the Delaware code site, including the application note, before relying on any summary.
- Controlling-stockholder transactions have their own paths in the same section. Do not fold them into an ordinary interested-director consent.

## Sources

- [Delaware General Corporation Law § 144, Interested directors and officers](https://delcode.delaware.gov/title8/c001/sc04/) (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)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Deed of access, insurance and indemnity for a director or officer (Corporations Act ss 198F and 199A to 199C)](https://ailawframework.com/precedents/commercial-and-corporate-advisory/deed-of-access-insurance-indemnity-director.md) | Deed | Yellow | Deed between a company and a director or officer: indemnity within the limits of s 199A, D&O insurance within s 199B, access to board papers for 7 years after ceasing office, advance of legal costs… |

Signed-in accounts can read the full text of each one.

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