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Corporate Indemnification And Advancement Provisions, Good Faith, And The Responsibility Of Corporate Attorneys To Protect The Corporation From Misconduct, Markena Diane Peavy

Markena D. Peavy

The last decade of corporate scandals has exposed that corporations are vulnerable to corruption and exploitation, which has significant and lasting effects on the national and global economy. This article examines the corporate attorney’s responsibility to serve as “gatekeeper” for the corporation, primarily in circumstances where the interests of corporate officials and the interests of the corporation are in direct conflict, and Section 145 of the Delaware General Corporation Law, which governs the indemnification and advancement rights of corporate officers and the confines of the corporation’s power to confer such rights. Delaware courts have long established that indemnification is to …