Texas Business Organizations Code
Sec. § 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 persons 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.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
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Last accessed
Oct. 15, 2019