---
title: "Check an interested-director or officer transaction under § 144"
url: "https://ailawframework.com/practice/in-house-general-counsel/check-a-proposed-financial-benefit-against-the-related-party-approval-ru/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A40-PE20261022-6-US"
practice_area: "In-House / General Counsel"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check an interested-director or officer transaction under § 144

> List the director or officer, the interest the file shows, and which of § 144(a)(1), (a)(2), or (a)(3) the draft relies on. Do not say the transaction is protected.

Canonical page: https://ailawframework.com/practice/in-house-general-counsel/check-a-proposed-financial-benefit-against-the-related-party-approval-ru/united-states  
Last reviewed: 2026-10-22

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

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [In-House / General Counsel](https://ailawframework.com/practice/in-house-general-counsel.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | List the director or officer, the interest the file shows, and which of § 144(a)(1), (a)(2), or (a)(3) the draft relies on. Do not say the transaction is protected. |
| What the lawyer must review | You decide whether § 144(a) is met. For a Delaware corporation, an act or transaction between the corporation, or one or more of its subsidiaries, and one or more of its directors or officers, or an entity in which one or more of those directors or officers are directors, stockholders, partners, managers, members, or officers, or have a financial interest, may not be the subject of equitable relief, or give rise to damages against a director or officer because of that interest or because the director or officer was present or participated, if one of three paths in § 144(a) is met. 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, are disclosed or known to all members of the board or a committee, and the board or committee in good faith and without gross negligence authorizes it by the affirmative votes of a majority of the disinterested directors then serving, even if less than a quorum. If a majority of the directors are not disinterested, the act shall be approved or recommended by a committee of two or more directors, each of whom the board has determined to be disinterested. Or the act is approved or ratified by an informed, uncoerced, affirmative vote of a majority of the votes cast by the disinterested stockholders. Or the act is fair to the corporation and its stockholders. Section 144(e)(4) says a disinterested director is a director who is not a party to the act or transaction and does not have a material interest in it or a material relationship with a person that has a material interest in it. A controlling-stockholder transaction is subsection (b), not subsection (a). If the draft uses the stockholder vote, § 222 still requires notice not less than 10 nor more than 60 days before the meeting, unless the chapter provides otherwise, stating the place if any, the date and hour, the means of remote communication if any, the voting record date if it differs from the notice record date, and, for a special meeting, the purpose. The tool does not decide that a director is disinterested, that a vote was informed and uncoerced, or that the act is fair. |
| Written for | United States |
| Applies to | [Check a proposed financial benefit against the related-party approval rule](https://ailawframework.com/practice/in-house-general-counsel/check-a-proposed-financial-benefit-against-the-related-party-approval-ru.md) |

## Checking plan

- What the AI does: List the director or officer, the interest the file shows, and which of § 144(a)(1), (a)(2), or (a)(3) the draft relies on. Do not say the transaction is protected.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- This is the Delaware General Corporation Law. It is not the corporation statute of every state.
- Do not use § 144(a) for a controlling-stockholder transaction. That is subsection (b).

## Sources

- [Delaware General Corporation Law, Subchapter IV, including § 144](https://delcode.delaware.gov/title8/c001/sc04/) (checked 2026-10-22)
- [Delaware General Corporation Law, Subchapter VII, including § 222](https://delcode.delaware.gov/title8/c001/sc07/) (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.*