One of the most common issues in the area of corporate governance is conflict of interests. Under the Thai law, the Limited Public Company Act B.E. 2535 and the Securities Exchange of Thailand Act B.E. 2517 prohibits shareholders who have any particular / material interests in any matters to vote on certain matters. Also, under those two Acts, votes of shareholders who have any interests are not counted in certain cases. However, such Acts neither provide a definition of çinterestsé nor çparticular interest.é Thus, this article aims to analyze the interpretation of these two terms madeby the relevant legal authoriries and suggest a guideline to interpret these terms.