{"data":{"id":"us-ky/krs-273.219","jurisdiction":"us-ky","citation":"KRS 273.219","heading":"Conflict-of-interest transaction.","body":"(1) A conflict -of-interest transaction is a transaction with the corporation in which a\ndirector of the corporation has a direct or indirect interest. A conflict -of-interest\ntransaction shall not be the subject of equitable relief on the ground of the director 's\ninterest in the transaction if:\n(a) The material facts of the transaction and the director's interest were disclosed\nor known to the board of directors, or a committee of the board duly\nconstituted under KRS 273.221, and the board of directors or the co mmittee\nauthorized, approved, or ratified the transaction; or\n(b) The transaction was fair to the corporation.\n(2) For purposes of this section, a director of the corporation has an indirect interest in a\ntransaction if:\n(a) Another entity in which he or s he has a material financial interest is a party to\nthe transaction; or\n(b) Another entity of which he or she is a director, officer, general partner,\nmanager, trustee, or person in a similar position is a party to the transaction,\nand the transaction is or  should be considered by the board of directors of the\ncorporation.\n(3) For purposes of subsections (1)(a) and (2)(b) of this section, director authorization,\napproval, or ratification is effective if done by a majority vote of the directors who\ndo not have a direct or indirect interest in the transaction within the meaning of this\nsection, even if the majority is less than a quorum, but a transaction may not be\nauthorized, approved, or ratified by a single director. Director authorization may be\ndelegated to a committee under KRS 273.221, provided that no director appointed\nto the committee has a direct or indirect interest within the meaning of this section.\nDirector action under this section shall be done by a higher number than a majority,\nif the articles of incorporation or bylaws so provide.\n(4) For purposes of subsection (1) of this section, a director who has a direct or indirect\ninterest in a transaction with the corporation shall bear the burden of proving that\nthe transaction was fair to the corporation.","path":["KRS Chapter 273"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=48304","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:24Z","sha256":"88b29b511868952fd1cf5fc28656b75dc510dce0445fb62c9045352a2f70beb1","source_id":"us-ky","stale":false,"prev":"us-ky/krs-273.217","next":"us-ky/krs-273.220"},"notice":"GroundRules: Original legal text. Not legal advice."}