§1-854. Court-ordered indemnification and advance for expenses
A. A director who is a party to a proceeding because he or she is a director may
petition the court conducting the proceeding for indemnification or an advance for expenses
or, if the indemnification or advance for expenses is beyond the scope of the proceeding or
of the jurisdiction of the court or other forum for the proceeding, may petition another court
of competent jurisdiction. After ordering any notice it considers necessary, the court shall
hear the petition by summary proceeding and shall, if it makes the required determination,
order one of the following:
(1)Indemnification if the court determines that the director is entitled to mandatory
indemnification under R.S. 12:1-852.
(2)Indemnification or advance for expens
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§1-854. Court-ordered indemnification and advance for expenses
A. A director who is a party to a proceeding because he or she is a director may
petition the court conducting the proceeding for indemnification or an advance for expenses
or, if the indemnification or advance for expenses is beyond the scope of the proceeding or
of the jurisdiction of the court or other forum for the proceeding, may petition another court
of competent jurisdiction. After ordering any notice it considers necessary, the court shall
hear the petition by summary proceeding and shall, if it makes the required determination,
order one of the following:
(1) Indemnification if the court determines that the director is entitled to mandatory
indemnification under R.S. 12:1-852.
(2) 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
R.S. 12:1-858(A).
(3) Indemnification or advance for expenses if the court determines, in view of all
the relevant circumstances, that it is fair and reasonable for the corporation to provide the
ordered indemnification or advance for expenses, even though the director did not meet the
relevant standard of conduct set forth in R.S. 12:1-851(A), failed to comply with R.S.
12:1-853, or was adjudged liable in a proceeding referred to in R.S. 12:1-851(D)(1) or
(D)(2). If the director was adjudged liable in a proceeding referred to in R.S. 12:1-851(D)(1)
or (D)(2), indemnification shall be limited to expenses incurred in connection with the
proceeding.
B. If the court determines that the director is entitled to indemnification under
Paragraph (A)(1) of this Section or to indemnification or advance for expenses under
Paragraph (A)(2) of this Section, it shall also order the corporation to pay the director's
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 Paragraph (A)(3) of this Section, it may also order the corporation to pay
the director's expenses to obtain court-ordered indemnification or advance for expenses.