Iowa Code » Chapter 490 — BUSINESS CORPORATIONS
Iowa Code

Iowa Code § 490.860 (2026)

Part definitions

✓ current as of July 2026
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As used in this part, unless otherwise specified:

1. “Control”, including the term “controlled by”, means any of the following:

a. Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract, or otherwise.

b. Being subject to a majority of the risk of loss from the entity’s activities or entitled to receive a majority of the entity’s residual returns.

2. “Director’s conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, to which, or respecting which, any of the following applies: a. To which, at the relevant time, the director is a party.

b. Respecting which, at the relevant time, the director had knowledge and a material financial interest known to the director.

c. Respecting which, at the relevant time, the director knew that a related person was a party or had a material financial interest.

3. “Fair to the corporation” means, for purposes of section 490.861, subsection 2, paragraph “c”, that the transaction as a whole was beneficial to the corporation, taking into appropriate account whether it was all of the following:

a. Fair in terms of the director’s dealings with the corporation.

b. Comparable to what might have been obtainable in an arm’s length transaction, given the consideration paid or received by the corporation.

4. “Material financial interest” means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director’s judgment when participating in action on the authorization of the transaction.

5. “Related person” means any of the following:

a. The individual’s spouse.

b. A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half sibling, aunt, uncle, niece, or nephew, or spouse of any such person, of the individual or of the individual’s spouse.

c. A natural person living in the same home as the individual.

d. An entity, other than the corporation or an entity controlled by the corporation, controlled by the individual or any person specified in this subsection.

e. Any of the following:

(1) A domestic or foreign business or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which the individual is a director.\n\nTue Dec 09 22:07:43 2025 Iowa Code 2026, Chapter 490 (142, 1) §490.860, BUSINESS CORPORATIONS 72\n\n (2) A domestic or foreign unincorporated entity of which the individual is a general partner or a member of the governing body.

(3) A domestic or foreign individual, trust, or estate for whom or of which the individual is a trustee, guardian, personal representative, or like fiduciary.

f. A person that is, or an entity that is controlled by, an employer of the individual.

6. “Relevant time” means the following:

a. The time at which directors’ action respecting the transaction is taken in compliance with section 490.862.

b. If the transaction is not brought before the board of directors or a board committee for action under section 490.862, at the time the corporation or an entity controlled by the corporation becomes legally obligated to consummate the transaction.

7. “Required disclosure” means disclosure of all of the following:

a. The existence and nature of the director’s conflicting interest.

b. All facts known to the director respecting the subject matter of the transaction that a director free of such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction. 2013 Acts, ch 31, §40, 82; 2014 Acts, ch 1092, §106; 2021 Acts, ch 165, §119, 230 Referred to in §490.202, 490.862, 490.863, 490.870, 491.16A \n

Notes of Decisions
Cited in 3 cases (3 in the last 5 years), 2023–2024 · leading case: Hora v. Hora (Iowa Ct. App. 2023).
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Hora v. Hora (Iowa Ct. App. 2023). · cites it 8× “Iowa Code § 490.860 (3). The law also prohibits application of the business judgment rule when a director lacks objectivity due to the director’s familial, financial, or business relationship with, or a lack of independence due to the director’s domination or control by, another…”
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). · cites it 7× “§ 490.860(2). Applying that pro- vision broadly to Keith’s general oversight of Kurt’s actions as an employee would subject every family-owned business that employs family members to a height- 23 ened standard for its day-to-day operations.”
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). · cites it 7× “§ 490.860(2). Applying that pro- vision broadly to Keith’s general oversight of Kurt’s actions as an employee would subject every family-owned business that employs family members to a height- 23 ened standard for its day-to-day operations.”
— Iowa Code § 490.860(2) — 2 cases
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). “§ 490.860(2). Applying that pro- vision broadly to Keith’s general oversight of Kurt’s actions as an employee would subject every family-owned business that employs family members to a height- 23 ened standard for its day-to-day operations.”
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). “§ 490.860(2). Applying that pro- vision broadly to Keith’s general oversight of Kurt’s actions as an employee would subject every family-owned business that employs family members to a height- 23 ened standard for its day-to-day operations.”
— Iowa Code § 490.860(2)(c) — 2 cases
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). “§ 490.860(2). Applying that pro- vision broadly to Keith’s general oversight of Kurt’s actions as an employee would subject every family-owned business that employs family members to a height- 23 ened standard for its day-to-day operations.”
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). “§ 490.860(2). Applying that pro- vision broadly to Keith’s general oversight of Kurt’s actions as an employee would subject every family-owned business that employs family members to a height- 23 ened standard for its day-to-day operations.”
— Iowa Code § 490.860(3) — 2 cases
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). “§ 490.860(2). Applying that pro- vision broadly to Keith’s general oversight of Kurt’s actions as an employee would subject every family-owned business that employs family members to a height- 23 ened standard for its day-to-day operations.”
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). “§ 490.860(2). Applying that pro- vision broadly to Keith’s general oversight of Kurt’s actions as an employee would subject every family-owned business that employs family members to a height- 23 ened standard for its day-to-day operations.”
— Iowa Code § 490.860(3)(b) — 2 cases
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). “§ 490.860(2). Applying that pro- vision broadly to Keith’s general oversight of Kurt’s actions as an employee would subject every family-owned business that employs family members to a height- 23 ened standard for its day-to-day operations.”
Brian Hora & Gregg Hora, Individually & on behalf of Hora Farms, Inc., & Precision Partners Corp. v. Keith Hora & Kurt Hora, Individually & in their capacity as Shareholders, Directors, Officers, Managers, & Employees of Hora Farms, Inc., Heather Hora, & HK Farms, Inc (Iowa 2024). “§ 490.860(2). Applying that pro- vision broadly to Keith’s general oversight of Kurt’s actions as an employee would subject every family-owned business that employs family members to a height- 23 ened standard for its day-to-day operations.”
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