17 C.F.R. § 230.438
Consents of persons about to become directors
If any person who has not signed the registration statement is named therein as about to become a director, the written consent of such person shall be filed with the registration statement. Any such consent, however, may be omitted if there is filed with the registration statement a statement by the registrant, supported by an affidavit or affidavits, setting forth the reasons for such omission and establishing that the obtaining of such consent is impracticable or involves undue hardship on the registrant.
Notes of Decisions
Cited in 2
cases (1 in the last 5 years), 2019–2025 · leading case: Obasi Inv. Ltd v. Tibet Pharm. Inc, 931 F.3d 179 (3rd Cir. 2019).
Obasi Inv. Ltd v. Tibet Pharm. Inc, 931 F.3d 179 (3rd Cir. 2019). “See 17 C.F.R. § 230.438 . Exceptions are permitted only where there is affidavit- supported impracticability or undue hardship for the registrant.”
In Re Gigacloud Tech. Inc Sec. Litig. (S.D.N.Y. 2025). “, which indicate[d] that [he had] accepted [his] appointment as a director of the Company,” effective upon the effectiveness of the Registration Statement.”
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