2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 18 - DIRECTORS AND OFFICERS (§§ 48-18-101 — 48-18-704) › Part 7 - CONFLICTING INTEREST TRANSACTIONS (§§ 48-18-701 — 48-18-704) › Section 48-18-701 - Part definitions

In this part:
(1)
"Control" (including "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 or officer'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 or officer is a party; or
(B)
Respecting which, at the relevant time, the director or officer had knowledge and a material financial interest known to the director or officer; or
(C)
Respecting which, at the relevant time, the director or officer knew that a related person was a party or had a material financial interest;
(3)
"Fair to the corporation" means, for purposes of §
48-18-702(b)(3)
, 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 or officer'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 or officer's judgment when participating in action on the authorization of the transaction;
(5)
"Material relationship" means a familial, financial, professional, employment or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken;
(6)
(A)
"Qualified director" means a director who, at the time action is to be taken under §
48-18-703
, is not a director:
(i)
As to whom the transaction is a director's or officer's conflicting interest transaction; or
(ii)
Who has a material relationship with another director as to whom the transaction is a director's or officer's conflicting interest transaction;
(B)
The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director:
(i)
Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others; or
(ii)
Service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director;
(7)
"Related person" means:
(A)
The director's or officer's spouse;
(B)
A child, stepchild, grandchild, parent, step parent, grandparent, sibling, step sibling, half sibling, aunt, uncle, niece or nephew (or spouse of any thereof) of the director or officer or of the director's or officer's spouse;
(C)
An individual living in the same home as the director or officer;
(D)
An entity (other than the corporation or an entity controlled by the corporation) controlled by the director or officer or any person specified in subdivisions (7)(A)-(C);
(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 or officer is a director but only with respect to a transaction or proposed transaction to which the corporation and the other business or nonprofit corporation are parties or proposed parties and that is a transaction or proposed transaction that is or should be considered by the board of directors of the corporation;
(ii)
Unincorporated entity of which the director or officer is a general partner or a member of the governing body; or
(iii)
Individual, trust or estate for whom or of which the director or officer 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 or officer;
(8)
"Relevant time" means:
(A)
The time at which directors' action respecting the transaction is taken in compliance with §
48-18-703
; or
(B)
If the transaction is not brought before the board of directors of the corporation (or its committee) for action under §
48-18-703
, at the time the corporation (or an entity controlled by the corporation) becomes legally obligated to consummate the transaction; and
(9)
"Required disclosure" means disclosure of:
(A)
The existence and nature of the director's or officer's conflicting interest; and
(B)
All facts known to the director or officer respecting the subject matter of the transaction that a director or officer free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.
Acts 2012, ch. 1051, § 36.