Keyword: Virginia Indemnity Agreement, corporation, directors, officers Description: A Virginia Indemnity Agreement is a legal contract between a corporation and its directors and/or officers that provides protection and financial indemnification against legal claims or liabilities arising from their roles and responsibilities within the corporation. This agreement is designed to safeguard directors and officers from personal financial loss incurred as a result of their actions or decisions made in good faith while serving the corporation's best interests. There are different types of Virginia Indemnity Agreements that can be entered into between a corporation and its directors and/or officers. Let's explore some of them: 1. Standard Virginia Indemnity Agreement: This is the most common and basic type of agreement that outlines the corporation's obligation to indemnify directors and officers for costs, expenses, judgments, and settlements incurred in connection with their duties. It typically covers legal fees, damages, and settlement amounts arising from claims against the directors and officers. 2. Broad-form Virginia Indemnity Agreement: This agreement offers expanded protection by including coverage for a wider range of legal claims and liabilities. It may include indemnification for expenses incurred in investigating and defending actions, derivative lawsuits, and even advancements of defense costs, meaning the corporation will cover legal fees as they are incurred rather than after a final judgment or settlement. 3. Special Situations Virginia Indemnity Agreement: Some corporations may require additional protections tailored to specific situations. These agreements may be used for directors or officers who are serving on special board committees, engaging in certain transactions, or assuming greater risks due to the nature of their role. These agreements generally define unique terms and conditions specific to the circumstances at hand. 4. D&O Side Agreement: In addition to the Indemnity Agreement, a corporation may choose to enter into a separate Side Agreement with directors and officers, often referred to as a Directors and Officers Liability Insurance (D&O) agreement. This insurance policy helps protect directors and officers from personal financial liability by providing coverage for legal expenses and damages not covered by the Indemnity Agreement. Virginia Indemnity Agreements play a crucial role in attracting qualified individuals to serve as directors and officers within a corporation. By offering financial protection against potential legal claims or liabilities, these agreements provide reassurance and mitigate personal risk for those entrusted with corporate decision-making responsibilities. It is important to seek legal counsel to ensure the appropriate agreement type and terms are established based on the corporation's specific needs and requirements.
Virginia Indemnity Agreement between corporation and directors and / or officers
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FAQ
A. Where no shares of the corporation are issued and outstanding, a corporation's board of directors may adopt an amendment of the corporation's articles of incorporation without shareholder approval.
Indemnification is often very broad, often extending ?to the maximum extent permitted by law?, whereas D&O insurance polices contain numerous exclusions and conditions. In addition, D&O insurance must be renewed each year, with possible changes in terms and conditions.
A foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission.
A company may, however, lend money to a director to fund the director's defence costs. Frequently, an indemnity will include a provision under which the company agrees to lend the director the amounts necessary to fund the director's defence costs.
Any corporation shall have power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any ...
Indemnification is, generally speaking, a reimbursement by a company of its Ds&Os for expenses or losses they have incurred in connection with litigation or other proceedings relating to their service to the company.
If the Commission finds that the articles of termination of corporate existence comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of termination of corporate existence.
Restriction on transfer of shares and other securities. A. The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation.