Taking a Look at the Limits of Indemnification

Indemnification is the first and most important line of defense for the protection of directors and officers. But corporate officials are not always entitled to indemnification. For example, under Delaware law, they cannot claim mandatory indemnification if their defense is not successful. And they...

More Thoughts About Corporate Officials' Defense Cost Advancement Rights

An important accessory to the indemnification rights of directors and officers is their right to have their defense expenses advanced while the claims against them are pending, before their ultimate right to indemnification has been determined. A frequently recurring issue is the question of when the...

Protection for Public Company Directors and Officers: Indemnification and Insurance

In an environment where public company directors and officers face increasing scrutiny and expanding liability exposures, the indemnification and insurance protections available to them are increasingly important. A July 15, 2013 memorandum from the Gibson Dunn law firm entitled “Director and Officer...

Indemnification Claim Dismissed as Premature by Delaware Court of Chancery

Huff v. Longview Energy Co . , C.A. No. 8453-CS (Del. Ch. Aug. 12, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This short letter ruling granted a motion to dismiss a claim for indemnification pursuant to DGCL section 145(c) based on the reasoning that the claim...

Goldman Sachs Must Advance Criminal Defense Fees of Former Employee Accused of Stealing Computer Code from the Company

In an October 22, 2013 opinion (here) that underscores the important distinction between indemnification and advancement and that highlights the sometimes surprising extent to which corporate officials are entitled to advancement of their attorneys’ fees when claims are filed against them, District...

Delaware Court of Chancery Addresses Advancement and Indemnification of Corporate Officer

In Pontone v. Milso Industries Corp . , C.A. No. 8842-VCP (Del. Ch. Aug. 22, 2014), the Delaware Court of Chancery addressed the rights to advancement and indemnification of attorneys’s fees for a corporate officer pursuant to both DGCL Section 145 and applicable agreements among the parties [an...

Who Is an “Officer”? A Critical Inquiry For Indemnification and Insurance

Many companies provide advancement, indemnification and insurance benefits and protection for their officers and directors. However, it is not always clear who is an “officer” for purposes of claiming the benefits and protection. The long-running and high-profile saga of Sergey Aleynikov...