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 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 – Court Rejects Contractual Requirement that Fees on Fees be Paid Even if Claim is Unsuccessful
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Often times, a Delaware company will provide its directors and officers with advancement and indemnification to the fullest extent allowed under Delaware law, as a means to attract qualified individuals…
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Advancement Claim for Expert Expenses Allowed – Holley v. Nipro Diagnostics, Inc.
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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)…
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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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Advancement and Indemnification Rights – “By Reason of the Fact” Standard
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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…
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Advancement Rights Distinguished from Indemnification
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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…
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