Connecticut § 33-775 Determination and authorization of indemnification.

Connecticut Statutes

§ 33-775 — Determination and authorization of indemnification.

Connecticut § 33-775

Title 33Corporations

Ch. 601Business Corporations

This text of Connecticut § 33-775 (Determination and authorization of indemnification.) is published on Counsel Stack Legal Research, covering Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Conn. Gen. Stat. § 33-775 (2026).

Text

(a)A corporation may not indemnify a director under section 33-771 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in said section.

(b)The determination shall be made:

(1)If there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote;

(2)By special legal counsel (A) selected in the manner prescribed in subdivision (1) of this subsection, or (B) if there are fewer than two qualified directors, selected by the board of direc

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(a) A corporation may not indemnify a director under section 33-771 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in said section. (b) The determination shall be made: (1) If there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote; (2) By special legal counsel (A) selected in the manner prescribed in subdivision (1) of this subsection, or (B) if there are fewer than two qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate; or (3) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination. (c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subparagraph (B) of subdivision (2) of subsection (b) of this section.

Legislative History

(P.A. 94-186, S. 112, 215; P.A. 97-246, S. 17, 99; P.A. 01-199, S. 13; P.A. 06-68, S. 8.) History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 substantially revised section, including amending Subsec. (b) to revise the manner for determining whether indemnification is permissible and amending Subsec. (c) to revise the manner for authorizing indemnification, effective June 27, 1997; P.A. 01-199 amended Subsec. (c) to add “or if the determination is made by special legal counsel”; P.A. 06-68 replaced references to “disinterested directors” with references to “qualified directors” and made technical changes throughout section.