Judicial Review of Directors' Conflicting Interest Transactions

This lesson discusses judicial review of director's conflicting interest transactions under subchapter F of chapter 8 of the revised Model Business Corporation Act. The definition of "director's conflicting interest transaction" is not discussed; that is dealt with in a companion lesson, What is a Director's Conflicting Interest Transaction? The two lessons may be done in either order.

The lesson begins with a thorough discussion of the operative provision of subchapter F, section 8.61. It then discusses the requirements for directors' action under section 8.62 and shareholders' action under section 8.63. It also briefly touches on fairness review.