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Indemnification Agreement between Corporation and Its Directors and...

San Diego California Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above

Name: San Diego California Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above
Brand: US Legal Forms
Rating: 4.79 (235 reviews)

Category:

Corporations - Public - Indemnification

State:

Multi-State

County:

San Diego

Control #:

US-CC-17-102E

Format:

Instant download

Description

17-102E 17-102E . . . Indemnification Agreements between corporation and its directors and non-director officers at level of Vice President and above. The proposal states that Board anticipates that, if these Indemnification Agreements are ratified and approved, corporation may enter into similar Indemnification Agreements with new directors and non-director officers at same levels without seeking stockholder approval or ratification and that stockholder who votes in favor of ratification and approval sought herein may be estopped from making a claim that such future agreements are invalid

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FAQ

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.

In contrast, Delaware law does not allow corporations to indemnify directors and officers if they are found to have acted in bad faith. Thus, Delaware courts have stated that the boundaries for indemnification are 'success' and 'bad faith.

Shareholders of a company can ratify the conduct of a director (including former and shadow directors) that amounts to negligence, default, breach of duty or breach of trust in relation to the company either unanimously or by passing an ordinary resolution.

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.

The Corporations Act allows certain persons including a former and current shareholder or director to apply for leave of the Court to sue on behalf of a company, provided that the claim is one which the company is entitled to prosecute in its own rights and is able to enjoy the fruits of the litigation.

There are two possible options: giving directors an exemption from any liability to the company and an indemnity against liability to third parties; taking out and paying for insurance against any liability incurred by the directors.

They can be liable if they directly caused the loss or damage or if they authorised and directed the actions which caused the event giving rise to liability.

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

Interesting Questions

An indemnification agreement is necessary to provide protection and reassurance to the directors and officers of a corporation. It helps mitigate the potential risks associated with legal proceedings or claims that may arise from the performance of their duties. This agreement ensures that the corporation will support and indemnify these individuals if they incur legal expenses or liabilities in connection with their official roles.

Directors and non-director officers may need to rely on the indemnification agreement when they face lawsuits, legal actions, investigations, or claims that arise in connection with their official roles. This could include allegations of breaches of fiduciary duty, negligence, or other misconduct. The agreement provides financial protection and ensures that the corporation will cover their legal expenses and liabilities, subject to the agreement's terms.

Yes, under certain circumstances, a corporation may refuse to indemnify a director or non-director officer. Generally, indemnification is subject to the terms and conditions specified in the indemnification agreement, applicable laws, and the corporation's bylaws. If misconduct or intentional wrongdoing is proven, the corporation may have the right to deny indemnification. The agreement should outline the conditions under which indemnification may be refused.

More info

9191 Towne Centre Drive. JOHN M. PELLEGRINO, Director.President, Chief Executive Officer and Director. As filed with the Securities and Exchange Commission on March 3, 2014. "Use of NonGAAP Financial Measures" at the back of this Annual Report. The Corporations Code calls for two signatures from officers--one signer being the president or vice president and the other one the secretary or treasurer. Fiduciary Duties of Corporate Directors, Officers, and Shareholders . 45 Interests of Aurora Directors and Executive Officers in the Merger. The information in this preliminary prospectus is not complete and may be changed.

You should not consider the information in this preliminary prospectus as being completed and not as being complete. You should read the entire prospectus carefully, which includes this preliminary prospectus, a copy of all documents listed in the “Risk Factors” section of this prospectus, and the information incorporated by reference from our definitive proxy statement. Additional information in this preliminary prospectus is incorporated by reference from the consolidated financial statements and related notes contained in our definitive proxy statement. Aurora's business, financial condition and results of operations have not fluctuated in any manner since the inception of this company or since December 27, 2012. This preliminary prospectus does not contain all the information that we have considered in connection with this transaction.

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The materials in this section are taken from public sources. We disclaim all representations or any warranties, express or implied, as to the accuracy, authenticity, reliability, accessibility, adequacy, or completeness of any data in this paragraph. Nevertheless, we make every effort to cite public sources deemed reliable and trustworthy.

San Diego California Indemnification Agreement between Corporation and Its Directors and Non-Director Officers at Vice President Level and Above

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FAQ

Can a company indemnify its directors in India?

Can a company indemnify its directors?

What are the limits of indemnification of corporate officers and directors under Delaware law?

Can a shareholder indemnify a director?

What is indemnification agreement for directors and officers?

Can a company sue its own directors?

Can a director indemnify another director?

Are directors liable for negligence?

Can a UK company indemnify its directors?

Interesting Questions

What is an indemnification agreement in San Diego?

Who is covered under a San Diego indemnification agreement?

Why is an indemnification agreement necessary?

What expenses are covered by a San Diego indemnification agreement?

Under what circumstances would a director or non-director officer need to rely on the indemnification agreement?

Can the corporation refuse to indemnify a director or non-director officer?

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