Related-Party Transaction Approval Template (Venture-Backed Board)
Template — not legal advice. Check your charter, bylaws, related-party policy, and investor rights agreement (some require investor or investor-director approval for affiliate transactions). Statutory safe-harbor questions belong with counsel.
Use when a director, officer, significant stockholder, or their affiliate is on the other side of a deal with the company.
Fill this in
| Field | Entry |
|---|---|
| Transaction (plain words) | |
| Counterparty and the related person | |
| Nature of the interest | |
| Material facts disclosed to the board (Y/N, date) | |
| Fairness support (market comps, bids, independent review) | |
| Interested directors recused (names) | |
| Disinterested directors voting (count) | |
| Investor approval needed per agreements? (Y/N/ask counsel) | |
| Vote: date and outcome | |
| Evidence attached (signed agreement, comps) |
Resolution (fill brackets)
RESOLVED, that the material facts of [DIRECTOR/OFFICER]'s interest in [COUNTERPARTY] having been disclosed to the Board, and [NAME] having recused from deliberation and the vote, the disinterested directors approve [TRANSACTION] substantially on the terms presented on [DATE] as fair to the Company.
RESOLVED FURTHER, that [the investor approval required by Section [__] of the Investor Rights Agreement / no investor approval] [has been obtained and is attached / is not required, per counsel].
Checklist
- Interest disclosed in plain words before deliberation.
- Recusal stored on the decision as RECUSED for each interested director.
- Fairness support in the pack (comps, competing bids, or independent review).
- Any investor approval right noted with its source and evidence.
- Signed agreement attached as closure evidence.
See it in Prepared Board
On Acme Robotics, Inc., "Approve strategic partnership with NovaLabs (recusal demo)" (ACME-2025-38) shows Jordan Blake stored as RECUSED for an advisory equity interest in a NovaLabs affiliate; the earlier "Preferred sensor supplier shortlist" (ACME-2025-14) shows the same director recused for advisory equity in NovaSensors. Sign in as a sample board (see /sample-decision) (password on /facts) or open /pack/demo-pack-acme-q4.
Related: Recusal record · Venture-backed board governance.
Product claims stay within /facts and /agent-facts.json.