§ 9008 — Indemnification of directors and officers by a court

§ 9008. Indemnification of directors and officers by a court. 1.\nNotwithstanding the failure of a corporation to provide indemnification,\nand despite any contrary resolution of the board or of the shareholders\nin the specific case under section nine thousand seven, indemnification\nshall be awarded by a court to the extent authorized under section nine\nthousand six and subdivision one of section nine thousand seven.\nApplication therefor may be made, in every case, either:\n (a) In the civil action or proceeding in which the expenses were\nincurred or other amounts were paid, or\n (b) To the supreme court in a separate proceeding, in which case the\napplication shall set forth the disposition of any previous application\nmade to any court for the same or similar relief and also reasonable\ncause for the failure to make application for such relief in the action\nor proceeding in which the expenses were incurred or other amounts were\npaid.\n 2. The application shall be made in such manner and form as may be\nrequired by the applicable rules of court, or in the absence thereof, by\ndirection of a court to which it is made. Such application shall be upon\nnotice to the corporation. The court may also direct that notice be\ngiven at the expense of the corporation to the shareholders and such\nother persons as it may designate in such manner as it may require.\n 3. Where indemnification is sought by judicial action, the court may\nallow a person such reasonable expenses, including attorneys' fees,\nduring the pendency of the litigation as are necessary in connection\nwith his defense therein, if the court shall find that the defendant has\nby his pleadings or during the course of the litigation raised genuine\nissues of fact or law.\n