The proposed bill aims to establish new regulations regarding the internal affairs of domestic corporations in Ohio, specifically focusing on the formation and operation of committees composed of independent and disinterested directors. It introduces several new sections to the Revised Code, including provisions that allow the board of directors to create such committees to review and approve transactions involving the corporation and its subsidiaries, particularly when these transactions involve controlling shareholders, directors, or officers. The bill outlines the process for shareholders to petition the court if they believe that appointed directors are not independent or disinterested, including requirements for legal representation and notification to shareholders.

Additionally, the bill stipulates that the court will hold evidentiary hearings to determine the independence and disinterestedness of the committee members. The court's findings will be conclusive unless new evidence arises, and if the committee is deemed independent, their decisions will be afforded legal presumptions of independence, including protections under the business judgment rule. The legislation emphasizes the importance of timely court determinations to encourage the use of these independent committees, thereby enhancing corporate governance and protecting shareholder interests.