§ 12:1-856 — Indemnification of officers

A. A corporation may indemnify and advance expenses under this Subpart to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and, if he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for either of the following:
(1) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding.
(2) Liability arising out of conduct that constitutes any of the following:
(a) A breach of the officer's duty of loyalty to the corporation or its shareholders.
(b) An intentional infliction of harm on the corporation or the shareholders.
(c) An intentional violation of criminal law.
B. [Reserved.]
C. An officer of a corporation is entitled to mandatory indemnification under R.S. 12:1-852, and may apply to a court under R.S. 12:1-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.