Delaware Governor John Carney recently signed into law a bill to amend Section 145 of the Delaware General Corporation Law (“DGCL”) to allow Delaware corporations to use captive insurance for
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DGCL Section 145
Indemnification of Affirmative Claims Analyzed by the Court of Chancery
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In the recent post-trial memorandum opinion of Dore v. Sweports, Ltd., C.A. No. 10513-VCL (Del. Ch. Jan. 31, 2017), Vice Chancellor Laster addressed indemnification for fees incurred in…
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Advancement: “Fees on Fees” Do Not Accrue Until Required Undertaking Submitted
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In a recent opinion by the Court of Chancery’s newest judicial officer, Vice Chancellor Slights, the Court considered the issue of when “fees on fees” begins to accrue in connection…
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Advancement Rights – “By Reason of the Fact” Standard Discussed
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In a prior post, we discussed the “by reason of the fact” requirement in Delaware advancement proceedings. In that post, we addressed the decision of Lieberman v. Electrolytic Ozone, …
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Advancement for Intervention Permitted
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Not uncommonly, a former director or officer of a Delaware corporation will bring a claim for advancement against the company to defend his or herself in a lawsuit arising “by…
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Advancement Claim Denied by Court of Chancery
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In the most recent advancement decision issued by the Court of Chancery, Charney v. American Apparel Inc., C.A. No. 11098-CB (Del. Ch. Sept. 11, 2015), the Court declined to grant…
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Advancement Claim Denied – “By Reason of the Fact” Standard Analyzed
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Under Section 145 of the Delaware General Corporation Law (“DGCL”), claims for indemnification or advancement by a director or officer of a corporation must relate to lawsuits or proceedings “by…
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Advancement and Indemnification Rights – Recovering Interest
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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…
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Advancement and Indemnification Rights – Recovering Fees on Fees
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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…
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Advancement and Indemnification Rights – Reasonableness of Expenses
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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…
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