{"data":{"id":"us-dc/d.c.-code-29-306.70","jurisdiction":"us-dc","citation":"D.C. Code § 29-306.70","heading":"Definitions.","body":"For the purposes of this part, the term:\n\n(1)\n“Control”, including the term “controlled by”, means:\n(A)\nHaving 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\n(B)\nBeing 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.\n\n(2)\n“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:\n(A)\nTo which, at the relevant time, the director is a party;\n(B)\nRespecting which, at the relevant time, the director had knowledge and a material financial interest known to the director; or\n(C)\nRespecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest.\n\n(3)\n“Fair to the corporation” means, for the purposes of § 29-306.71(b)(3), that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was:\n(A)\nFair in terms of the director’s dealings with the corporation; and\n(B)\nComparable to what might have been obtainable in an arm’s length transaction, given the consideration paid or received by the corporation.\n\n(4)\n“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.\n\n(5)\n“Related person” means:\n(A)\nThe director’s spouse;\n(B)\nA 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;\n(C)\nAn individual living in the same home as the director;\n(D)\nAn entity, other than the corporation or an entity controlled by the corporation, controlled by the director or any person specified above in this paragraph;\n(E)\nA domestic or foreign:\n(i)\nBusiness or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which the director is a governor;\n(ii)\nUnincorporated entity of which the director is a governor or a member of the governing body; or\n(iii)\nIndividual, trust, or estate for whom or of which the director is a trustee, guardian, personal representative, or like fiduciary; or\n(F)\nA person that is, or an entity that is controlled by, an employer of the director.\n\n(6)\n“Relevant time” means:\n(A)\nThe time at which directors’ action respecting the transaction is taken in compliance with § 29-306.72; or\n(B)\nIf the transaction is not brought before the board of directors of the corporation, or its committee, for action under § 29-306.72, at the time the corporation, or an entity controlled by the corporation, becomes legally obligated to consummate the transaction.\n\n(7)\n“Required disclosure” means disclosure of:\n(A)\nThe existence and nature of the director’s conflicting interest; and\n(B)\nAll 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.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 3. Business Corporations.","Subchapter VI. Directors and Officers.","Part F. Directors’ Conflicting Interest Transactions."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-306.70","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"cc9e2b2911b372ea7a7757acc1d5e23e5de5c52382938a03f4972b19194b3e62","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-306.59","next":"us-dc/d.c.-code-29-306.71"},"notice":"GroundRules: Original legal text. Not legal advice."}