Interested Directors of New York Corporations and the Burden of Proof

Friday, January 1st, 1988 at 12:00 am by Claire Moore Dickerson
Claire Moore Dickerson, Interested Directors of New York Corporations and the Burden of Proof, 1988 Colum. Bus. L. Rev. 91

This article seeks to determine where the burden of proof of fairness rests if the corporation seeks to avoid an interested-director transaction which has been approved by the board after appropriate disclosure of material facts, but where the affirmative votes of the disinterested directors represent less than a majority of all votes cast, and either (1) a majority of the disinterested directors vote to approve the transaction or (2) the disinterested directors vote unanimously in favor of the transaction. A corollary issue is what is meant in the second set of facts by “unanimously”‘: is it a favorable vote of all disinterested directors then in office, or only of such directors actually present at the relevant meeting?

Author Information

Associate Professor, St. John's University School of Law. A.B. 1971, Wellesley College; J.D. 1974, Columbia University School of Law; LL.M. (Taxation) 1981, New York University School of Law.