S.D. Codified Laws § 47-1A-854

Current through the 2024 Legislative Session

Section 47-1A-854 - Court-ordered indemnification and advance for expenses

A director who is a party to a proceeding by reason of being 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 the court determines that the director is entitled to mandatory indemnification under § 47-1A-852;

(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 § 47-1A-858; 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 to:

(a) Indemnify the director, or

(b) Advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in § 47-1A-851, failed to comply with §§ 47-1A-853 and 47-1A-853.1, or was adjudged liable in a proceeding referred to in subdivision 47-1A-851.1(1) or (2), but if the director was adjudged so liable the indemnification is limited to reasonable expenses incurred in connection with the proceeding.

If the court determines that the director is entitled to indemnification under subdivision (1) or to indemnification or advance for expenses under subdivision (2), the court 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), the court may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses.

SDCL 47-1A-854

SL 2005, ch 239, §177.