Tex.
Bus. Orgs. Code Section 1.003
Disinterested Person
(a)
For purposes of this code, a person is disinterested with respect to the approval of a contract, transaction, or other matter, or to the consideration of the disposition of a claim or challenge relating to a contract, transaction, or particular conduct, if the person or the person’s associate:(1)
is not a party to the contract or transaction or materially involved in the conduct that is the subject of the claim or challenge; and(2)
does not have a material financial interest in the outcome of the contract or transaction or the disposition of the claim or challenge.(b)
For purposes of Subsection (a), a person is not materially involved in a contract or transaction that is the subject of a claim or challenge and does not have a material financial interest in the outcome of a contract or transaction or the disposition of a claim or challenge solely because:(1)
the person was nominated or elected as a governing person by a person who is:(A)
interested in the contract or transaction; or(B)
alleged to have engaged in the conduct that is the subject of the claim or challenge;(2)
the person receives normal fees or 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)
in the case of a review by the person of the alleged conduct that is the subject of the claim or challenge:(A)
the person is named as a defendant in the derivative proceeding regarding the matter or as a person who engaged in the alleged conduct; or(B)
the person, acting as a governing person, approved, voted for, or acquiesced in the act being challenged if the act did not result in a material personal or financial benefit to the person and the challenging party fails to allege particular facts that, if true, raise a significant prospect that the governing person would be held liable to the entity or its owners or members as a result of the conduct.
Source:
Section 1.003 — Disinterested Person, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.1.htm#1.003 (accessed Apr. 20, 2024).
