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Companies may indemnify directors against the legal and financial costs of proceedings brought by third parties. This does not extend to the legal costs of unsuccessful defence of criminal proceedings, fines imposed by criminal proceedings and fines imposed by regulatory bodies.
Indemnification.acted in good faith.acted in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and,had no reasonable cause to believe that his or her conduct was unlawful, in the case of a criminal action or proceeding.
An Alberta corporation is not permitted to indemnify its directors for their actions if they have not acted honestly and in good faith with a view to the best interests of the corporation that is, if they have breached their fiduciary duty to the corporation.
Indemnification under Companies Act, 2013: While Section 201 of the erstwhile Companies Act, 1956 had restricted a company from indemnifying the directors of the company, the Companies Act, 2013 does not have any such restriction and therefore, directors can now be indemnified by companies against liabilities.
Indemnification is where the company reimburses the director or officer for the attorneys' fees and costs, and potentially judgments, incurred in connection with claims arising out of the director's or officer's service to the company.
To indemnify someone is to absolve that person from responsibility for damage or loss arising from a transaction. Indemnification is the act of not being held liable for or being protected from harm, loss, or damages, by shifting the liability to another party.
C. § 145) gives Delaware corporations the power to indemnify any person who has been made a party to a proceeding "by reason of" that person's service to the corporation. This indemnification becomes mandatory if the person succeeds in that proceeding.
Put simply, indemnity is security or protection against a loss. Indemnification is most often referred to as 'to hold harmless', usually in reference to one's actions. Many high-risk activities, like skydiving or heli-skiing, require individuals to sign an indemnity agreement before they can participate.
Any UK company can now indemnify any of its directors, and any director of a company in the same group, against damages, costs and interest awarded against him in civil proceedings brought by a third party, and against legal and other costs incurred in defending both civil and criminal proceedings if and when the