Under what circumstances is indemnification of a director's expenses from litigation mandatory under Delaware law?

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.

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Indemnification of Corporate Director

South Dakota Indemnification of Corporate Director

Q: What is the director&#039;s right to indemnification?

In South Dakota, a director&#039;s right to indemnification typically includes protection from legal liabilities incurred while performing their duties. This right ensures that directors can act in good faith without fearing personal loss. It is essential for attracting competent individuals to serve on boards, as they know they have this safeguard in place.

Category:

Corporations - Officers and Employees

State:

Multi-State

Control #:

US-13374BG

Format:

Instant download

Description

Indemnification is where the company reimburses a 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.

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South Dakota Indemnification of Corporate Director

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FAQ

In South Dakota, a director's right to indemnification typically includes protection from legal liabilities incurred while performing their duties. This right ensures that directors can act in good faith without fearing personal loss. It is essential for attracting competent individuals to serve on boards, as they know they have this safeguard in place.

By statute, Delaware has established a minimum standard of conduct that, if met by a director or officer, permits a corporation to indemnify such director or officer pursuant to a charter or bylaw provision, an indemnification agreement with such D&O, or a resolution of the board or stockholders.

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.

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. Indemnification is an undertaking by the company to defend the director and officer against the cost of certain claims, including legal fees, litigation awards and settlement costs.

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.

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

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.