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28-13-13-1. “Corporation” Defined

Sec. 1. As used in this chapter, “corporation” includes a domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction. As added by P.L.14-1992, SEC.163.

28-13-13-11. Court Ordered Indemnification; Determination

Sec. 11. Unless a corporation’s articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may […]

28-13-13-12. Standards for Conditional Determinations and Authorizations; Procedure

Sec. 12. (a) A corporation may not indemnify a director under section 8 of this chapter unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 8 of this chapter. […]

28-13-13-13. Indemnification of Corporate Officers and Employees Other Than Directors

Sec. 13. The following apply unless a corporation’s articles of incorporation provide otherwise: (1) An officer of the corporation, whether or not a director, is entitled to mandatory indemnification under section 9 of this chapter and is entitled to apply for court-ordered indemnification under section 11 of this chapter, in each case to the same […]

28-13-13-14. Liability Insurance Purchased and Maintained by Corporation

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual: (1) who is or was a director, an officer, an employee, or an agent of the corporation; or (2) who, while a director, an officer, an employee, or an agent of the corporation, is or was serving at the request of […]

28-13-13-15. Limitation of Remedies; Effect of Chapter

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude any other rights to indemnification and advance for expenses that a person may have under: (1) a corporation’s articles of incorporation or bylaws; (2) a resolution of the board of directors or of the shareholders; or […]

28-13-13-2. “Director” Defined; Scope of Term

Sec. 2. As used in this chapter, “director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, an officer, a partner, a trustee, a manager, an employee, or an agent of […]

28-13-13-4. “Liability” Defined

Sec. 4. As used in this chapter, “liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding. As added by P.L.14-1992, SEC.163.

28-13-13-5. “Official Capacity” Defined; Scope of Term

Sec. 5. (a) As used in this chapter, “official capacity” means: (1) when used with respect to a director, the office of director in a corporation; and (2) when used with respect to an individual other than a director, as contemplated in section 13 of this chapter, the office in a corporation held by the […]

28-13-13-6. “Party” Defined

Sec. 6. As used in this chapter, “party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. As added by P.L.14-1992, SEC.163.

28-13-13-7. “Proceeding” Defined

Sec. 7. As used in this chapter, “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. As added by P.L.14-1992, SEC.163.

28-13-13-8. Conditional Indemnification of Director Against Liability

Sec. 8. (a) A corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) the individual’s conduct was in good faith; and (2) the individual reasonably believed: (A) in the case of conduct in the individual’s official capacity […]