{"data":{"id":"us-wy/wyo.-stat.-17-16-860","jurisdiction":"us-wy","citation":"Wyo. Stat. § 17-16-860","heading":"Subarticle definitions.","body":"(a) In this subarticle:\n(i) \"Control\", including the term \"controlled by\", means:\n(A) 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\n(B) 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.\n(ii) \"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) To which, at the relevant time, the director is a party; or\n(B) Respecting which, at the relevant time, the director had knowledge and a material financial interest known to the director; or\n(C) Respecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest.\n(iii) \"Fair to the corporation\" means, for purposes of W.S. 17-16-861(b)(iii), that the transaction as a whole was beneficial to or at least not harmful to the corporation, taking into appropriate account whether it was:\n(A) Fair in terms of the director's dealings with the corporation; and\n(B) Comparable to what might have been obtainable in an arm's length transaction, given the consideration paid or received by the corporation.\n(iv) \"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(v) \"Related person\" means:\n(A) The director's spouse;\n(B) A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half sibling, aunt, uncle, niece or nephew, or spouse of any thereof, of the director or of the director's spouse;\n(C) An individual living in the same home as the director;\n(D) An 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) A domestic or foreign:\n(I) Business or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which the director is a director;\n(II) Unincorporated entity of which the director is a general partner or a member of the governing body; or\n(III) Individual, trust or estate for whom or of which the director is a trustee, guardian, personal representative or like fiduciary; or\n(F) A person that is, or an entity that is controlled by, an employer of the director.\n(vi) \"Relevant time\" means:\n(A) The time at which directors' action respecting the transaction is taken in compliance with W.S. 17-16-862; or\n(B) If the transaction is not brought before the board of directors of the corporation or its committee for action under W.S. 17-16-862, at the time the corporation or an entity controlled by the corporation becomes legally obligated to consummate the transaction.\n(vii) \"Required disclosure\" means disclosure of:\n(A) The existence and nature of the director's conflicting interest; and\n(B) 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.","path":["TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS","CHAPTER 16 - WYOMING BUSINESS CORPORATION ACT","ARTICLE 8 - DIRECTORS AND OFFICERS"],"source_url":"https://wyoleg.gov/statutes/compress/title17.pdf","current_through":"2026 Budget Session; as of 2026-07-01","vintage":"","retrieved_at":"2026-09-04T00:16:32Z","sha256":"2bdce5d2b7dccd2604b9f27b53e5b9640d944329d541f8f31abc6fc3053f8e95","source_id":"us-wy","stale":false,"prev":"us-wy/wyo.-stat.-17-16-859","next":"us-wy/wyo.-stat.-17-16-861"},"notice":"GroundRules: Original legal text. Not legal advice."}