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HomeCorporations CodeCh. 2Art. 4§ 9244 Director Conflict Transactions

§ 9244 Director Conflict Transactions

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 9244 Director Conflict Transactions

Key Takeaways

  • •A company can make deals with another company even if they share the same boss, but only if the deal is fair and everyone knows about it.
  • •The deal must be approved by enough people who aren’t the shared boss, or it must be a good deal for the company.
  • •This rule doesn’t apply if there’s another specific rule (Section 9243) covering the same situation.

Example

A school (Company A) wants to buy books from a bookstore (Company B). The principal of the school is also a boss at the bookstore.

The school can still buy the books if the other teachers (who aren’t the principal) agree it’s a fair price, or if the books are really good for the school. But they have to tell everyone about the principal’s other job first.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 9244 Director Conflict Transactions

(a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its directors are directors is either void or voidable because such director or directors are present at the meeting of the board or a committee thereof which authorizes, approves or ratifies the contract or transaction, if: (1) The material facts as to the transaction and as to such director’s other directorship are fully disclosed or known to the board or committee, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common director or directors; or (2) As to contracts or transactions not approved as provided in paragraph (1) of this subdivision, the contract or transaction is just and reasonable as to the corporation, taking into account its religious purposes, or is in furtherance of its religious purposes at the time it is authorized, approved or ratified. (b) This section does not apply to transactions covered by Section 9243. (Added by Stats. 1979, Ch. 681.)

Last verified: January 23, 2026

Key Terms

contracttransactiondirectorvoid or voidablematerial factsgood faithjust and reasonablereligious purposes

Related Statutes

  • § 5234 Director Conflict Transactions
  • § 12373 Director Conflict Transactions
  • § 7233 Director Conflict Transactions
  • § 5233 Director Self-Dealing Rules
  • § 9240 Director Religious Considerations

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 9244.
View Official Source