Indemnification of Directors and OfficersThis guide provides an examination of the charter option type of liability limitation statute, which has stood as prececent for subsequent legislation in 29 other state. Also included are summaries of the state statutes of Delaware, New York, California, Ohio and Maryland, as well as hundreds of pages of indemnification charter and by-law provisions, and many other materials. |
Contents
Chapter | 1 |
2 Salomon Inc 1987 Annual Proxy Statement | 11 |
Sample Indemnification Charter and ByLaw | 187 |
Copyright | |
9 other sections not shown
Common terms and phrases
1988 Annual Proxy acts or omissions actually and reasonably adoption advancement of expenses Annual Meeting Annual Proxy Statement applicable law Articles of Incorporation attract and retain best interests Board of Directors By-Law Amendment Certificate of Incorporation Change in Control claim Common Stock Company Corporation Law Corporation's court coverage defense Delaware corporation Delaware law derivative suits determination DGCL director or officer directors and officers Directors believes disinterested directors duty of care effect eliminate or limit employee or agent entitled to indemnification equitable remedies expenses incurred faith fiduciary duty fullest extent permitted Indemnification Agreements indemnification of directors indemnification provisions indemnification rights Indemnitee's indemnity Independent Counsel judgment liability insurance liability of directors litigation Meeting of Shareholders merger monetary damages otherwise paid in settlement payment personal liability proposed amendment protection reasonably incurred request respect right to indemnification serve shareholder approval standard of conduct statute stockholders suit or proceeding thereof transaction