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1986 mail ballot allowance of expenses articles of incorporation Assembly Bill 301 Bar Committee Bar Committee's draft Bar of Wisconsin Barrett breach or failure Business Law Committee cause to believe Clarenbach Committee on Liability Committee's draft recommendation conduct was unlawful Corporate and Business corporate directors corporation to indemnify corporation's shareholders corporations organized current law D&O insurance December 19 director or officer directors and officers Directors of For-Profit Engeleiter failure to perform for-profit corporations Habush improper personal profit incurred indemnification and liability January 14 January 26 Kreul Law and Insurance Legislative Council Liability Law Liability of Corporate Madison Milwaukee nonprofit corporations November 25 officers and directors organized under ch personal liability immunity protection for directors Relating to Indemnification Required Indemnification Rights to Indemnification SENATORS Senior Staff Attorney Special Committee Special Committee's recommendation statutory law Stephen F Subcommittee on Liability Sun Prairie Tommy Thompson vote of Ayes wilful Wisconsin Hospital Association WLCS
Page i - GORDON R. BRADLEY Oshkosh DAVID E. CLARENBACH Madison MARC IA P. COGGS Milwaukee THOMAS HAUKE West All is EARL F. MC ESSY Fond du Lac DAVID PROSSER Appleton MARLIN D. SCHNEIDER Wisconsin Rapids LOUISE TESMER Milwaukee BONNIE REESE.
Page iv - LIABILITY LAW AND INSURANCE. SPECIAL COMMITTEE ON SUBCOMMITTEE ON LIABILITY OF CORPORATE DIRECTORS AND OFFICERS OFFICER Chairperson RICHARD SHOEMAKER Representative Menomonie REPRESENTATIVE THOMAS M. BARRETT Milwaukee SENATOR WILLIAM P. TE WINKLE Sheboygan PUBLIC MEMBERS ADRIAN COHEN ERIC ENGLUND Milwaukee Madison COMMITTEE STAFF; Don Dyke, Senior Staff Attorney.
Page 3 - Permits a corporate director or officer, in discharging duties .to the corporation and in determining what he or she believes to be in the best interests of the corporation, to consider, in addition to the effects of any action on shareholders, additional factors specified by statute.
Page 12 - Section, in which case the court shall order the Company to pay the individual his or her reasonable expenses incurred to obtain such court ordered indemnification; or (ii) The individual is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the individual met the standard of conduct set forth in subsection (c) of this Section.
Page 14 - Bill permits a director or officer, in discharging duties to the corporation and in determining what he or she believes to be in the best interests of the corporation, to consider, in addition to considering the effects of any...
Page 11 - ... acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Page 13 - ... 8.57 INSURANCE A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity...
Page 6 - Act recommended that the proposal (WLCS: 429/2), as revised to incorporate changes adopted at the meeting, be introduced by the Legislative Council in the 1989 Legislature by a vote of Ayes, 7 (Reps.
Page 11 - A wilful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; 2.
Page 11 - ... faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication...