§ 33-1127 — Definitions.

As used in sections 33-1127 to 33-1130, inclusive: (1) “Director's conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, (A) to which, at the relevant time, the director is a party, (B) respecting which, at the relevant time, the director had knowledge and a material financial interest known to the director, or (C) respecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest. (2) “Control”, including the term “controlled by”, means (A) having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through membership or the ownership of voting shares or interests, by contract, or otherwise, or (B) being subject to a majority of the risk of loss from the entity's activities or entitled to receive a majority of the entity's residual returns. (3) “Relevant time” means (A) the time at which directors' action respecting the transaction is taken in compliance with section 33-1129 , or (B) if the transaction is not brought before the board of directors of the corporation, or its committee, for action under section 33-1129 , at the time the corporation, or an entity controlled by the corporation, becomes legally obligated to consummate the transaction. (4) “Material financial interest” means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director when participating in action on the authorization of the transaction. (5) “Related person” means: (A) The director's spouse, or a parent or sibling thereof; (B) a child, grandchild, parent or sibling of the director, or the spouse of any thereof; (C) an individual (i) living in the same home as the director, or (ii) a trust or estate of which a person specified in subparagraph (A) or (B) of this subdivision or clause (i) of this subparagraph is a substantial beneficiary; (D) an entity, other than the corporation or an entity controlled by the corporation, controlled by the director or any person specified in subparagraphs (A) to (C), inclusive, of this subdivision; (E) a domestic or foreign (i) business or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which the director is a director, (ii) unincorporated entity of which the director is a general partner or a member of the governing body, or (iii) individual, trust or estate for whom or of which the director is a trustee, guardian, personal representative or like fiduciary; or (F) a person that is, or an entity that is controlled by, an employer of the director. (6) “Fair to the corporation” means, for purposes of subdivision (3) of subsection (b) of section 33-1128 , that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was (A) fair in terms of the director's dealings with the corporation, and (B) comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation. (7) “Required disclosure” means disclosure of (A) the existence and nature of the director's conflicting interest, and (B) all facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.

Legislative History

(P.A. 96-256, S. 93, 209; P.A. 97-246, S. 90, 99; P.A. 06-68, S. 22.) History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 rephrased definition of “related person” in Subdiv. (3), effective June 27, 1997; P.A. 06-68 replaced former definitions with new Subdivs. (1) to (7) defining “director's conflicting interest transaction”, “control”, “relevant time”, “material financial interest”, “related person”, “fair to the corporation” and “required disclosure”.