2023 Texas Statutes › Business Organizations Code › Title 1 - General Provisions › Chapter 1 - Definitions and Other General Provisions › Subchapter A. Definitions and Purpose › Section 1.004. Independent Person

Sec. 1.004.  INDEPENDENT PERSON.  (a)  For purposes of this code, a person is independent with respect to considering the disposition of a claim or challenge regarding a contract or transaction, or particular or alleged conduct, if the person:
(1)  is disinterested;
(2)  either:
(A)  is not an associate, or member of the immediate family, of a party to the contract or transaction or of a person who is alleged to have engaged in the conduct that is the subject of the claim or challenge;  or
(B)  is an associate to a party or person described by Paragraph (A) that is an entity if the person is an associate solely because the person is a governing person of the entity or of the entity's subsidiaries or associates;
(3)  does not have a business, financial, or familial relationship with a party to the contract or transaction, or with another person who is alleged to have engaged in the conduct, that is the subject of the claim or challenge that could reasonably be expected to materially and adversely affect the judgment of the person in favor of the party or other person with respect to the consideration of the matter;  and
(4)  is not shown, by a preponderance of the evidence, to be under the controlling influence of a party to the contract or transaction that is the subject of the claim or challenge or of a person who is alleged to have engaged in the conduct that is the subject of the claim or challenge.
(b)  For purposes of Subsection (a), a person does not have a relationship that could reasonably be expected to materially and adversely affect the judgment of the person regarding the disposition of a matter that is the subject of a claim or challenge and is not otherwise under the controlling influence of a party to a contract or transaction that is the subject of a claim or challenge or that is alleged to have engaged in the conduct that is the subject of a claim or challenge solely because:
(1)  the person has been nominated or elected as a governing person by a person who is interested in the contract or transaction or alleged to be engaged in the conduct that is the subject of the claim or challenge;
(2)  the person receives normal fees or similar customary compensation, reimbursement for expenses, or benefits as a governing person of the entity;
(3)  the person has a direct or indirect equity interest in the entity;
(4)  the entity has, or its subsidiaries have, an interest in the contract or transaction or was affected by the alleged conduct;
(5)  the person or an associate of the person receives ordinary and reasonable compensation for reviewing, making recommendations regarding, or deciding on the disposition of the claim or challenge;  or
(6)  the person, an associate of the person, other than the entity or its associates, or an immediate family member has a continuing business relationship with the entity that is not material to the person, associate, or family member.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.