Tag Archives: advancement

Indemnification and Advancement Issue of First Impression Decided by Chancery

Hermelin v. K-V Pharmaceutical Company, C.A. No. 6936-VCG (Del. Ch., Feb. 7, 2012). Issues Addressed The Court of Chancery addressed an issue of first impression in Delaware regarding: “what evidence is relevant to an inquiry into whether an indemnitee acted in good faith for the purposes of permissive indemnification” under DGCL §§145(a) and (b). The Court also addressed: (1) Whether … Continue Reading

Chancery Court Modifies Advancement Award Based on Changed Circumstances

Duthie v. CorSolutions Medical, Inc., et al., No. 3048-VCN (Del. Ch., June 16, 2009), read opinion here.  A prior Chancery Court decision in this advancement case, which also provides more background facts,  has been summarized on this blog here.   Overview This Chancery Court decision discusses in detail the conceptual and public policy basis for an important aspect … Continue Reading

Chancery Court Denies Full Amount of Advancement Request

Underbrink v. Warrior Energy Servs. Corp., (Del Ch., Feb. 24, 2009). A prior ruling is this case can be found at the following citation: Underbrink v. Warrior Energy Servs. Corp., 2008 WL 2262316 (Del. Ch., May 30, 2008)(“Memo Opinion”). That prior opinion addressed the validity of a bylaw amendment that retroactively granted advancement rights. (As an … Continue Reading

Chancery Examines Reasonableness of Fees Awarded

In Lillis v. AT & T Corp., (Del. Ch., Feb. 25,  2009), read letter decision here,  the Chancery Court reviewed a dispute about the reasonableness of fees that were awarded in an advancement claim as well as related litigation. There have been several Delaware opinions involving these parties in this long running case, which have been highlighted here. I … Continue Reading

When “Indemnification” Also Refers to “Advancement”

 Sodano v. American Stock Exchange LLC, 2008 WL 2738583 (Del. Ch., July 15, 2008), read opinion here.   This Chancery Court decision interprets corporate documents and a settlement agreement to determine rights to advancement of legal fees. The court observes that the word “indemnification” as used by the parties in the relevant documents in this case … Continue Reading

“Fees on Fees” Limited By Proportionality in Advancement Matter; and Chancery Confirms that Advancement Rights May Be Terminated

In Schoon v. Troy Corp., (Del. Ch., March 28, 2008), read opinion here, the Delaware Chancery Court granted advancement rights to one of the plaintiffs, but denied it to the other, based primarily on the wording of the relevant bylaws as construed through the applicable statute and case law. Moreover, although "fees on fees" are … Continue Reading
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