In the third decision issued by the Court of Chancery in connection with the action styled as Holley v. Nipro Diagnostics, Inc., C.A. No. 9679-VCP (Del. Ch. Aug. 14, 2015)
Continue Reading Advancement Claim for Expert Expenses Allowed – Holley v. Nipro Diagnostics, Inc.
Advancement
Andrikopoulos Decision Adopted – Advancement Claims Not Afforded Priority Status in Receivership Proceeding
By Fox Rothschild LLP on
Very recently, we wrote on the Andrikopoulos decision of Vice Chancellor Parsons (Andrikopolous v. Silicon Valley Innovation Company, LLC, C.A. No. 9899-VCP (Del. Ch. July 30, 2015),…
Continue Reading Andrikopoulos Decision Adopted – Advancement Claims Not Afforded Priority Status in Receivership Proceeding
Advancement Claim in Receivership Addressed
By Fox Rothschild LLP on
In the recent decision of Andrikopolous v. Silicon Valley Innovation Company, LLC, C.A. No. 9899-VCP (Del. Ch. July 30, 2015), Vice Chancellor Parsons addressed the novel issue under Delaware…
Continue Reading Advancement Claim in Receivership Addressed
Court of Chancery Rejects Defenses to Advancement – Fees on Fees Granted
By Fox Rothschild LLP on
Delaware companies should “tread carefully” in denying a present or former executive’s demand for advancement, because as reflected by the recent decision of Blankenship v. Alpha Appalachia Holdings, Inc., …
Continue Reading Court of Chancery Rejects Defenses to Advancement – Fees on Fees Granted
Advancement and Indemnification Rights – Recovering Interest
By Fox Rothschild LLP on
Are corporate officials entitled to interest on advancement and indemnification obligations owed by the company?
While the statute, 8 Del. C. § 145, does not address the recovery of interest…
Continue Reading Advancement and Indemnification Rights – Recovering Interest
Advancement and Indemnification Rights – Recovering Fees on Fees
By Fox Rothschild LLP on
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
Advancement and Indemnification Rights – Reasonableness of Expenses
By Fox Rothschild LLP on
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
Advancement and Indemnification Rights – “By Reason of the Fact” Standard
By Fox Rothschild LLP on
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
Advancement Rights Distinguished from Indemnification
By Fox Rothschild LLP on
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
Section 145 Advancement Rights May Not be Changed Retroactively After Advancement Sought
By Fox Rothschild LLP on
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