Prof. J. Robert Brown posts here on his blog called The Race to The Bottom about the restriction in Section 402 of the Sarbanes Oxley Act on loans by a company to its officers, compared with the generally deferential review under Delaware’s business judgment rule, of such dealings between a corporation and its management when proper procedures are followed by an independent board that approves such transactions. It is worth reading. (He does not refer directly in his post to the interfacing between that SOX section and advancement of fees pursuant to an advancement and indemnification agreement, but that is another topic for another day.)