District Of Columbia § 29-306.73 - Shareholders’ action.
Full text of District Of Columbia D.C. Code § 29-306.73 — Shareholders’ action., with citation guidance and answers to common questions.
§ 29-306.73. Shareholders’ action.
29-306.73Shareholders’ action respecting a director’s conflicting interest transaction shall be effective for the purposes of if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after:
Notice to shareholders describing the action to be taken respecting the transaction;
Provision to the corporation of the information referred to in subsection (b) of this section; and
Communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them.
A director who has a conflicting interest respecting the transaction shall, before the shareholders’ vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under subsection (c) of this section, and the identity of the holders of those shares.
For the purposes of this section, the term:
“Holder” means, and “held by” refers to, shares held by both a record shareholder and a beneficial shareholder.
“Qualified shares” means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) of this section is notified, are held by:
A director who has a conflicting interest respecting the transaction; or
A related person of the director, excluding a person described in .
A majority of the votes entitled to be cast by the holders of all qualified shares shall constitute a quorum for purposes of compliance with this section. Subject to subsection (e) of this section, shareholders’ action that otherwise complies with this section shall not be affected by the presence of holders, or by the voting, of shares that are not qualified shares.
If a shareholders’ vote does not comply with subsection (a) of this section solely because of a director’s failure to comply with subsection (b) of this section, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the Superior Court may take such action respecting the transaction and the director, and may give such effect, if any, to the shareholders’ vote, as the court considers appropriate in the circumstances.
If shareholders’ action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws, or a provision of law, independent action to satisfy those authorization requirements shall be taken by the shareholders, in which action shares that are not qualified shares may participate.
Annotations
Source: official District Of Columbia text · Last verified 2026-08-27
Frequently Asked Questions About District Of Columbia § 29-306.73
What does D.C. Code § 29-306.73 cover?
Section 29-306.73 ("Shareholders’ action.") is part of the D.C. Code, the codified statutory law of District Of Columbia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite District Of Columbia § 29-306.73?
A common citation format is "D.C. Code § 29-306.73" (District Of Columbia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of District Of Columbia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the District Of Columbia official source linked on this page or consult a licensed District Of Columbia attorney.
How does District Of Columbia § 29-306.73 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in District Of Columbia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in District Of Columbia.