What to keep in mind
Develop disclosure procedures, assessment of relationships, abstentions, approvals and documented decisions.
Undisclosed conflicts may create liability and disputes even if the transaction appeared commercially routine.
Distinctions often confused
Disclosing an interest and obtaining the legally required approval are not always the same step.
Frequently asked questions
Should directors report potential conflicts before voting?
Yes, under the applicable rules and adequate corporate practice.
Does a declared conflict necessarily invalidate a transaction?
Not automatically; procedure and substantive conditions matter.
Informational content. It is not a substitute for professional advice.