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.
Suffolk New York Indemnification of Corporate Director: An In-depth Overview In Suffolk County, New York, the Indemnification of Corporate Directors refers to the legal protections and financial support provided to directors who serve on the board of a corporation. These provisions are designed to shield corporate directors from personal liability arising from their actions or decisions made in good faith while carrying out their duties. Directors play a crucial role in the governance and decision-making process of a corporation, thus ensuring their protection is pivotal in encouraging qualified individuals to serve on boards. Under Suffolk County law, there are two main types of indemnification available to corporate directors: 1. Mandatory Indemnification: This type of indemnification is provided by default to directors unless explicitly prohibited by the corporation's bylaws, articles of incorporation, or any valid agreement. Mandatory indemnification guarantees that directors will be compensated for any expense, liability, or loss incurred due to their role as directors, as long as they acted in good faith and within the best interests of the corporation, without infringing on any laws or regulations. 2. Permissive Indemnification: While mandatory indemnification is automatic, permissive indemnification may be granted or authorized by the corporation under certain conditions. These conditions are typically more stringent, requiring the approval of either the board of directors, independent legal counsel, or the shareholders. Permissive indemnification becomes particularly relevant when a director is involved in litigation or faces potential liabilities due to alleged negligence, misconduct, or breaches of fiduciary duties. Keywords: Suffolk County, New York, indemnification, corporate director, liability protection, financial support, board of directors, good faith, governance, decision-making process, mandatory indemnification, permissive indemnification, bylaws, articles of incorporation, best interests, laws, regulations, litigation, liability, fiduciary duties. It is important to note that the specific terms and conditions of indemnification, including the extent of coverage and limits, can vary significantly depending on the corporation's bylaws, policies, and any existing contractual arrangements. Therefore, it is recommended that corporate directors familiarize themselves with the indemnification provisions applicable to the corporation they serve and seek legal advice if necessary to fully understand their rights and protections.
Suffolk New York Indemnification of Corporate Director: An In-depth Overview In Suffolk County, New York, the Indemnification of Corporate Directors refers to the legal protections and financial support provided to directors who serve on the board of a corporation. These provisions are designed to shield corporate directors from personal liability arising from their actions or decisions made in good faith while carrying out their duties. Directors play a crucial role in the governance and decision-making process of a corporation, thus ensuring their protection is pivotal in encouraging qualified individuals to serve on boards. Under Suffolk County law, there are two main types of indemnification available to corporate directors: 1. Mandatory Indemnification: This type of indemnification is provided by default to directors unless explicitly prohibited by the corporation's bylaws, articles of incorporation, or any valid agreement. Mandatory indemnification guarantees that directors will be compensated for any expense, liability, or loss incurred due to their role as directors, as long as they acted in good faith and within the best interests of the corporation, without infringing on any laws or regulations. 2. Permissive Indemnification: While mandatory indemnification is automatic, permissive indemnification may be granted or authorized by the corporation under certain conditions. These conditions are typically more stringent, requiring the approval of either the board of directors, independent legal counsel, or the shareholders. Permissive indemnification becomes particularly relevant when a director is involved in litigation or faces potential liabilities due to alleged negligence, misconduct, or breaches of fiduciary duties. Keywords: Suffolk County, New York, indemnification, corporate director, liability protection, financial support, board of directors, good faith, governance, decision-making process, mandatory indemnification, permissive indemnification, bylaws, articles of incorporation, best interests, laws, regulations, litigation, liability, fiduciary duties. It is important to note that the specific terms and conditions of indemnification, including the extent of coverage and limits, can vary significantly depending on the corporation's bylaws, policies, and any existing contractual arrangements. Therefore, it is recommended that corporate directors familiarize themselves with the indemnification provisions applicable to the corporation they serve and seek legal advice if necessary to fully understand their rights and protections.