Corporate and Commercial Practice in the Delaware Court of Chancery
Often times, a corporate official seeking advancement or indemnification will demand “fees on fees” – i.e. recovery of the costs associated with making a demand for advancement or indemnification.
As…
Continue Reading Advancement and Indemnification Rights – Recovering Fees on Fees
Regardless of whether a corporate official seeks advancement or indemnification, such individual may only recover those expenses that have been “actually and reasonably incurred.” 8 Del. C. §§ 145(a) and…
Continue Reading Advancement and Indemnification Rights – Reasonableness of Expenses
Under the DGCL, advancement and indemnification is only appropriate if the director or officer is defending a claim that exists “by reason of the fact that the person is or…
Continue Reading Advancement and Indemnification Rights – “By Reason of the Fact” Standard
The statutory right to advancement of directors and officers of a Delaware corporation under Section 145(e) of the Delaware General Corporation Law (“DGCL”) should not be confused with indemnification rights…
Continue Reading Advancement Rights Distinguished from Indemnification
A Delaware corporation may impose additional restrictions or conditions upon permissive advancement rights. However, a Delaware corporation’s board of directors may not change the terms of contractually mandatory advancement after…
Continue Reading Section 145 Advancement Rights May Not be Changed Retroactively After Advancement Sought
Advancement rights of an officer or director of a Delaware corporation are set forth in Section 145 of the Delaware General Corporation Law (“DGCL”). Section 145(e) grants authority to a…
Continue Reading Section 145 Advancement Rights Discussed
In prior posts, we discussed the methodology employed by the Court in determining the fair value of shares under a challenge to a merger under 8 Del. C. § 262…
Continue Reading Chancery Court Determines Fair Value of Merger Shares of Ancestry.com, Inc.
The Court of Chancery has recently issued an opinion granting partial summary judgment in favor of an advancement claim made by a director convicted of wrongdoing. By way of background,…
Continue Reading Advancement Rights Granted in Favor of Director Convicted of Wrongdoing
What remedy do you have if you or your company is a creditor or shareholder of an insolvent Delaware corporation to recover amounts owed to you? Section 291 of the…
Continue Reading Appointment of a Receiver to an Insolvent Delaware Corporation
In the case of Pontone v. Milso Industries Corp., C.A. No. 8842-VCP (Aug. 22, 2014), Vice Chancellor Parsons addressed the issue of from which source a director or…
Continue Reading Advancement of Fees: When Multiple Sources are Implicated
