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alleged AMERICAN STATES INSURANCE Appendix application association bank Bar Chris Construction behalf Board of Directors Business Judgment Rule by-laws cancelled charges and expenses Code Annotated conduct contract Corp Corporate Reimbursement Form Corporation Law corporation's costs court criminal D&O policy damages Declarations defense derivative suit director or officer directors and officers Discovery Clause dishonesty duty employees entitled exclusions executive fact Federal filed fraud fraudulent incurred indemnification Indiana innocent directors insurance carrier insurance company issued Item Law Research Liability Insurance Liability policy limit of liability Lloyd's Lloyd's of London loss Mill Factors Model Movants Officer positions officers and directors payment Penn Central plaintiffs policy period premium profit proposed insurance purchase of Directors reason registration statement Reimbursement for Directors rescission Revised Statutes savings and loan securities settlement Statutes Annotated statutory stockholders suit or proceeding Supp tion underwriters Wall Street Journal Willys-Overland Wrongful Act