§ 28-13-11-8 — Disinterested persons; director or shareholder of corporation

Indiana § 28-13-11-8

• Jurisdiction: Indiana
• Art. 13: CORPORATE GOVERNANCE
• Ch. 11: Standards of Conduct for Directors

Text

(a) For the purposes of section 7 of this
chapter, a director is disinterested if:
(1) the director does not have a conflict of interest, within the
meaning of section 9(a) of this chapter, in connection with the
action or recommendation in question;
(2) in connection with matters described in IC 28-13-8 the
director is disinterested (as defined in IC 28-13-8-4(d)); and
(3) in connection with any matter involving or otherwise affecting
a transaction under IC 28-1-7, IC 28-1-8, or IC 28-3-2 that would
result in a change of the person or persons that have control (as
defined in IC 28-2-14-6) over the corporation if the director is not
an employee of the corporation or an affiliate or associate of or
was not nominated or designated as a director by a person
proposing the transaction.
(b) A person may be disinterested under this section even though the
person is a director or shareholder of the corporation.

Legislative History

As added by P.L.14-1992, SEC.163.