US Laws, Codes, Statutes & Cases

 
  § 724. Indemnification of directors and officers by a court.
    (a)   Notwithstanding   the   failure  of  a  corporation  to  provide
  indemnification, and despite any contrary resolution of the board or  of
  the  members  in  the  specific  case  under  section  723  (Payment  of
  indemnification other than by court  award),  indemnification  shall  be
  awarded   by  a  court  to  the  extent  authorized  under  section  722
  (Authorization for  indemnification  of  directors  and  officers),  and
  paragraph (a) of section 723. Application therefor may be made, in every
  case, either:
    (1)  In  the  civil  action  or  proceeding in which the expenses were
  incurred or other amounts were paid, or
    (2) To the supreme court in a separate proceeding, in which  case  the
  application  shall set forth the disposition of any previous application
  made to any court for the same or similar  relief  and  also  reasonable
  cause  for the failure to make application for such relief in the action
  or proceeding in which the expenses were incurred or other amounts  were
  paid.
    (b)  The  application  shall be made in such manner and form as may be
  required by the applicable rules of court or, in the absence thereof, by
  direction of a court to which it is made. Such application shall be upon
  notice to the corporation. The court may  also  direct  that  notice  be
  given  at  the  expense of the corporation to the members and such other
  persons as it may designate in such manner as it may require.
    (c) Where indemnification is sought by judicial action, the court  may
  allow  a  person  such  reasonable  expenses, including attorneys' fees,
  during the pendency of the litigation as  are  necessary  in  connection
  with his defense therein, if the court shall find that the defendant has
  by  his  pleadings or during the course of the litigation raised genuine
  issues of fact or law.