OH SB353

Ohio law would explicitly govern the internal affairs and activities of all corporations incorporated in the state

Boards of directors may form committees of independent and disinterested directors to review and approve transactions involving controlling shareholders, directors, or officers, including non-incumbent directors

Shareholders, subsidiaries, or the corporation may petition the court of common pleas for an evidentiary hearing to challenge whether committee directors are truly independent and disinterested

Courts must provide notice to shareholders and hold a preliminary hearing at least 10 days after notice to determine appropriate legal counsel to represent the corporation and non-controlling shareholders

If a court determines committee directors are independent and disinterested, their decisions receive full business judgment rule protections under Section 1701.59 of the Revised Code