Washington Law Review


Peter E. Kay


The American Bar Association has adopted a new model director conflict of interest statute based on bright-line definitions and a rigid preclusion of judicial review. This Comment examines the statute and provides revisions that are necessary for the statute to operate as the drafters intended. The Comment also challenges the merits of the statute by arguing that its reliance on disinterested director approval procedures is an inadequate safeguard for shareholders and its emphasis on large corporations renders the statute unsuitable for the majority of corporations.

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