Texas Corporate Law · Conflicted transactions
A director on both sides. An officer with a stake. A controller across the table. Two maps show what Texas and Delaware each require to clear the transaction, what standard applies when nobody does, and what a plaintiff must plead, with the section that supplies each answer.
Built from the enrolled texts · September 30, 2026
Conflicted transactions
TBOC §§ 21.416(g), 21.4161, 21.418, 21.419 · DGCL § 144
Identify the transaction, test for a conflict, clear it, apply the listed-corporation rules, find the standard, size the litigation exposure. Texas and Delaware answer each step differently, and the map says why.
Conflicted transactions
TBOC §§ 21.416(g), 21.4161, 21.418, 21.419 · DGCL § 144(a)–(e)
Start with the kind of deal. Seven rows carry each state’s governing law, cleansing routes, process, standard of review, plaintiff’s burden and practical takeaways. Delaware has the controller safe harbor; Texas reaches the deal through its director-and-officer rules.
