Sec. 33-774. Court-ordered indemnification and advance for expenses.
Sec. 33-774. Court-ordered indemnification and advance for expenses. (a) A
director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another
court of competent jurisdiction. After receipt of an application and after giving any
notice it considers necessary, the court shall: (1) Order indemnification if it determines
that the director is entitled to mandatory indemnification under section 33-772; (2) order
indemnification or advance for expenses if the court determines that the director is
entitled to indemnification or advance for expenses pursuant to a provision authorized
by subsection (a) of section 33-778; or (3) order indemnification or advance for expenses
if the court determines, in view of all the relevant circumstances, that it is fair and
reasonable (A) to indemnify the director or (B) to advance expenses to the director, even
if he has not met the relevant standard of conduct set forth in subsection (a) of section
33-771, failed to comply with section 33-773 or was adjudged liable in a proceeding
referred to in subdivision (1) or (2) of subsection (d) of section 33-771, provided if
he was adjudged so liable his indemnification shall be limited to reasonable expenses
incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to indemnification under
subdivision (1) of subsection (a) of this section or to indemnification or advance for
expenses under subdivision (2) of subsection (a) of this section, it shall also order the
corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines
that the director is entitled to indemnification or advance for expenses under subdivision
(3) of subsection (a) of this section, it may also order the corporation to pay the director's
reasonable expenses to obtain court-ordered indemnification or advance for expenses.
(P.A. 94-186, S. 111, 215; P.A. 96-271, S. 79, 254; P.A. 97-246, S. 16, 99.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate"
of incorporation, effective January 1, 1997; P.A. 97-246 substantially revised section, including requiring, rather than
authorizing, the court to order indemnification if it determines the director is so entitled and making section applicable to
applications for an advance for expenses, effective June 27, 1997.