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For investment companies like mutual funds, corporate indemnification of a director is not permitted under Section 17(h) of the Investment Company Act of 1940 (1940 Act) for willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his sic officeso called
What does "Corporate Indemnification" mean? Generally, indemnification refers to a situation in which one party (the indemnifying party) agrees or is required to cover the costs, losses and/or expenses experienced by another party (the indemnified party).
Further, in light of the recent amendments to Section 145, only certain officers are entitled to mandatory indemnification of expenses as a matter of law when they are successful on the merits; an indemnification agreement allows a director or officer to secure such rights in the absence of express statutory coverage.
Indemnification. Indemnification is an undertaking by the company to defend the director and officer against the cost of certain claims, including legal fees, litigation awards and settlement costs.
Directors have fiduciary duties of loyalty and care to the company and its stockholders. Duty of loyalty. You must put the interests of the company and its stockholders over your own personal interests in making decisions for the Company and evaluating opportunities.
Indemnification clauses are common in corporations and LLCs. Often a company will agree to indemnify its shareholders, members, officers, and directors for actions they take in such roles on behalf of the company.
Often a company will agree to indemnify its shareholders, members, officers, and directors for actions they take in such roles on behalf of the company. In order to attract new investors in a startup, a common agreement that investors will demand is an indemnification agreement.
Board of directors have a fiduciary duty to exercise due care in how they manage a corporation's affairs and also have the duty of loyalty and obedience to the corporation.
If the board of directors or individual board members have breached a fiduciary duty to the shareholders, the shareholders can bring a lawsuit to protect their interests.
Fiduciary Duties of Corporate Officers and Directors - Utmost Good Faith. If you are an officer or director of a corporation, you are a fiduciary. If you are an officer or director of a corporation, you have fiduciary duties to the corporation and to the shareholders (including to minority shareholders).