The Connecticut Indemnity Agreement is a legal document that outlines the terms and conditions of indemnification between a corporation and its directors and/or officers. This agreement provides protection to directors and officers against claims, liabilities, expenses, and judgments that they may face while acting in their official capacity. Connecticut recognizes various types of Indemnity Agreements, each with different specifications and provisions. Let's explore a few of them: 1. Connecticut Indemnity Agreement for Directors: This agreement specifically focuses on the protection and indemnification of directors. It outlines the circumstances under which directors may be indemnified, such as when acting in good faith and with the reasonable belief that their actions are in the best interest of the corporation. 2. Connecticut Indemnity Agreement for Officers: Similar to the directors' agreement, this document is tailored to provide indemnification to officers of a corporation. It covers situations where officers face legal actions or expenses arising from their official duties, ensuring they are protected against personal liability. 3. Connecticut Indemnity Agreement for Directors and Officers: This broader agreement combines the elements of both specific agreements mentioned above. It covers the indemnification rules for both directors and officers, ensuring comprehensive protection against legal challenges and liabilities. 4. Connecticut Advancement of Expenses Agreement: This agreement is often included within an Indemnity Agreement and highlights the corporation's commitment to advance expenses to directors and officers. It ensures that directors and officers are not burdened with out-of-pocket expenses related to legal proceedings before the final settlement or judgment. 5. Connecticut Limitation of Indemnification Agreement: In certain circumstances, a corporation may choose to limit its indemnification obligations. This agreement sets specific limits on the types of claims, liabilities, and expenses that can be indemnified, ensuring that directors and officers are aware of the potential restrictions on their protection. Connecticut's Indemnity Agreement between a corporation and its directors and/or officers is a vital tool that safeguards individuals from personal liability while serving in their corporate roles. It offers peace of mind to directors and officers, enabling them to make informed decisions without the fear of excessive legal consequences.
Connecticut Indemnity Agreement between corporation and directors and / or officers
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FAQ
An indemnification provision allocates the risk and expense in the event of a breach, default, or misconduct by one of the parties.
Giving directors an exemption from any liability to the company and an indemnity against liability to third parties; taking out and paying for insurance against any liability incurred by the directors.
A company may, however, lend money to a director to fund the director's defence costs. Frequently, an indemnity will include a provision under which the company agrees to lend the director the amounts necessary to fund the director's defence costs.
Insurance ? The indemnification agreement typically will require that the company provide D&O liability insurance that protects the indemnitee to the same extent as the most favorably insured of the company's and its affiliates' current directors and officers.
Indemnifications, or ?hold harmless? provisions, shift risks or potential costs from one party to another. One party to the contract promises to defend and pay costs and expenses of the other if specific circumstances arise (often a claim or dispute with a third party to the contract).
Section 145(b) empowers a corporation to indemnify its directors against expenses incurred in connection with the defense or settlement of an action brought by or in the right of the corporation, subject to the standard of conduct determination, and except that no indemnification may be made as to any claim to which ...
(a) A corporation may indemnify and advance expenses under sections 33-770 to 33-779, inclusive, to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation (1) to the same extent as a director, and (2) if he is an officer but not a director, to such further extent as may ...
These provisions generally require the portfolio company to expressly acknowledge that the director has rights of indemnification, advancement, and insurance from the sponsor; to agree that it is the indemnitor of first resort and that it is obligated to advance all expenses and indemnify for all judgments, penalties, ...