The Wisconsin Indemnification Agreement is a legal document that outlines the provisions for indemnifying directors of a corporation in the state of Wisconsin. This agreement is designed to protect directors from personal liability for acts or omissions while fulfilling their duties to the corporation. The agreement sets forth a specific method for determining whether the standards for indemnification have been met. It contains relevant keywords such as "indemnification," "directors," "corporation," and "standards." The purpose of this agreement is to ensure that directors are indemnified only when they meet certain criteria, thus safeguarding the corporation's interests. There are different types of Wisconsin Indemnification Agreements based on the level of protection and criteria set forth. Some common types include: 1. Standard Indemnification Agreement: This type outlines the general terms and conditions for indemnifying directors. It may specify that directors will be indemnified for any actions taken in good faith and in the best interest of the corporation. 2. Enhanced Indemnification Agreement: This agreement may offer broader protection to directors, allowing indemnification even if they acted in their own self-interest, as long as their actions were not in violation of the law or constituted willful misconduct. 3. Indemnification Agreement with Financial Limits: This type of agreement may set limits on the financial indemnification directors can receive. It ensures that the corporation is not burdened excessively, especially in cases where directors' actions resulted in substantial losses. 4. Indemnification Agreement with Mandatory Corporate Insurance: This agreement requires the corporation to maintain directors and officers (D&O) liability insurance to cover potential indemnification obligations. It ensures that directors have an additional layer of protection. Regardless of the specific type, all Wisconsin Indemnification Agreements involve a detailed process for determining whether directors meet the established standards for indemnification. The criteria may include factors such as good faith, acting in the best interest of the corporation, absence of willful misconduct or violations of the law, and adherence to corporate policies and procedures. It is important for both corporations and directors to carefully review and understand the terms outlined in the Wisconsin Indemnification Agreement. Seeking legal counsel is highly recommended ensuring compliance with state laws and to protect the interests of all parties involved.
Wisconsin Indemnification Agreement between corporation and its directors regarding method for determining whether standards for indemnification have been met
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The rule of indemnity, or the indemnity principle, says that an insurance policy should not confer a benefit that is greater in value than the loss suffered by the insured. Indemnities and insurance both guard against financial losses and aim to restore a party to the financial status held before an event occurred.
(1) A corporation shall indemnify a director or officer, to the extent that he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the corporation ...
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.
(1), a corporation may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer of the corporation to the extent provided by the articles of incorporation or bylaws, by general or specific action of the board of directors or by contract.
What is indemnification? Indemnification, also referred to as indemnity, is an undertaking by one party (the indemnifying party) to compensate the other party (the indemnified party) for certain costs and expenses, typically stemming from third-party claims.
Party to a Crime Section 939.05 of the Criminal Code of Wisconsin provides that whoever is concerned in the commission of a crime is a party to that crime and may be convicted of that crime although that person did not directly commit it.
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.
Under Wis. Stat. § 895.46, municipal officials and employees will be indemnified by the municipality for negligent acts taken within the ?scope of their employment.? This provision has been construed to mean that the official or employee's action must have been taken, in some measure, to serve the municipal employer.