New Hampshire Revised Statutes 293-A:8.60 – Subdivision Definitions
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(a) In this subdivision:
(1) “Director’s conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation:
(i) to which, at the relevant time, the director is a party; or
(ii) respecting which, at the relevant time, the director had knowledge and a material financial interest known to the director; or
(iii) respecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest.
(2) “Control,” including the term “controlled by,” means (i) 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 (ii) 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.
(3) “Relevant time” means (i) the time at which directors’ action respecting the transaction is taken in compliance with N.H. Rev. Stat. § 293-A:8.62, or (ii) if the transaction is not brought before the board of directors of the corporation (or its committee) for action under N.H. Rev. Stat. § 293-A:8.62, at the time the corporation (or an entity controlled by the corporation) becomes legally obligated to consummate the transaction.
(4) “Material financial interest” means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director’s judgment when participating in action on the authorization of the transaction.
(5) “Related person” means:
(i) the director’s spouse;
(ii) 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 of the director’s spouse;
(iii) an individual living in the same home as the director;
(iv) an entity (other than the corporation or an entity controlled by the corporation) controlled by the director or any person specified above in this subdivision (5);
(v) a domestic or foreign (A) business (other than the corporation or an entity controlled by the corporation) of which the director is a director, (B) unincorporated entity of which the director is a general partner or a member of the governing body, or (C) individual, trust or estate for whom or of which the director is a trustee, guardian, personal representative, or like fiduciary; or
(vi) a person that is, or an entity that is controlled by, an employer of the director.
(6) “Fair to the corporation” means, for purposes of N.H. Rev. Stat. § 293-A:8.61(b)(3), that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was (i) fair in terms of the director’s dealings with the corporation, and (ii) comparable to what might have been obtainable in an arm’s length transaction, given the consideration paid or received by the corporation.
(7) “Required disclosure” means disclosure of (i) the existence and nature of the director’s conflicting interest, and (ii) all facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.
(1) “Director’s conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation:
Terms Used In New Hampshire Revised Statutes 293-A:8.60
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Fiduciary: A trustee, executor, or administrator.
- governing body: shall mean the board of selectmen in a town, the board of aldermen or council in a city or town with a town council, the school board in a school district or the village district commissioners in a village district, or when used to refer to unincorporated towns or unorganized places, or both, the county commissioners. See New Hampshire Revised Statutes 21:48
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- person: may extend and be applied to bodies corporate and politic as well as to individuals. See New Hampshire Revised Statutes 21:9
- Trustee: A person or institution holding and administering property in trust.
(i) to which, at the relevant time, the director is a party; or
(ii) respecting which, at the relevant time, the director had knowledge and a material financial interest known to the director; or
(iii) respecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest.
(2) “Control,” including the term “controlled by,” means (i) 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 (ii) 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.
(3) “Relevant time” means (i) the time at which directors’ action respecting the transaction is taken in compliance with N.H. Rev. Stat. § 293-A:8.62, or (ii) if the transaction is not brought before the board of directors of the corporation (or its committee) for action under N.H. Rev. Stat. § 293-A:8.62, at the time the corporation (or an entity controlled by the corporation) becomes legally obligated to consummate the transaction.
(4) “Material financial interest” means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director’s judgment when participating in action on the authorization of the transaction.
(5) “Related person” means:
(i) the director’s spouse;
(ii) 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 of the director’s spouse;
(iii) an individual living in the same home as the director;
(iv) an entity (other than the corporation or an entity controlled by the corporation) controlled by the director or any person specified above in this subdivision (5);
(v) a domestic or foreign (A) business (other than the corporation or an entity controlled by the corporation) of which the director is a director, (B) unincorporated entity of which the director is a general partner or a member of the governing body, or (C) individual, trust or estate for whom or of which the director is a trustee, guardian, personal representative, or like fiduciary; or
(vi) a person that is, or an entity that is controlled by, an employer of the director.
(6) “Fair to the corporation” means, for purposes of N.H. Rev. Stat. § 293-A:8.61(b)(3), that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was (i) fair in terms of the director’s dealings with the corporation, and (ii) comparable to what might have been obtainable in an arm’s length transaction, given the consideration paid or received by the corporation.
(7) “Required disclosure” means disclosure of (i) the existence and nature of the director’s conflicting interest, and (ii) all facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction.