Montana § 35-14-860 Definitions -- Director's Conflicting Interest Transactions

Montana Statutes

§ 35-14-860 — Definitions -- Director's Conflicting Interest Transactions

Montana § 35-14-860

Title 35CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Ch. 14MONTANA BUSINESS CORPORATION ACT

Part 8Directors and Officers

This text of Montana § 35-14-860 (Definitions -- Director's Conflicting Interest Transactions) is published on Counsel Stack Legal Research, covering Montana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Mont. Code Ann. § 35-14-860 (2026).

Text

35-14-860 . Definitions -- director's conflicting interest transactions. For the purposes of 35-14-860 through 35-14-863 , unless otherwise specified, the following definitions apply:

(1)"Control" or "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 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.

(2)"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 wh

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35-14-860 . Definitions -- director's conflicting interest transactions. For the purposes of 35-14-860 through 35-14-863 , unless otherwise specified, the following definitions apply:
(1) "Control" or "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 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.
(2) "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.
(3) "Fair to the corporation" means, for purposes of 35-14-861 (2)(c), 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.
(4) "Material financial interest" means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director's judgment when participating in action on the authorization of the transaction.
(5) "Related person" means:
(a) an individual's spouse;
(b) a child, stepchild, grandchild, parent, stepparent, grandparent, sibling, step sibling, half sibling, aunt, uncle, niece, or nephew, or spouse of any of them, of an individual or of an individual's spouse;
(c) a natural person living in the same home as an individual;
(d) an entity, other than the corporation or an entity controlled by the corporation, controlled by an individual or any person specified in subsections (5)(a) through (5)(c);
(e) a domestic or foreign:
(A) business or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which an individual is a director;
(B) unincorporated entity of which an individual is a general partner or a member of the governing body; or
(C) individual, trust, or estate for whom or of which an individual is a trustee, guardian, personal representative, or similar fiduciary; or
(f) a person that is or an entity that is controlled by an employer of an individual.
(6) "Relevant time" means:
(a) the time at which directors' action respecting the transaction is taken in compliance with 35-14-862 ; or
(b) if the transaction is not brought before the board of directors or a committee for action under 35-14-862 , the time at which the corporation or an entity controlled by the corporation becomes legally obligated to consummate the transaction.
(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 that conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.