The corporation should then get its own independent litigation counsel , who can represent the corporation objectively. In other words, in a large range of circumstances the corporation may , but need not, indemnify the director or officer. D, a director of XYZ, acts grossly negligently, but not dishonestly, when he approves a particular corporate transaction. The corporation may not indemnify the director or officer for a judgment on behalf of the corporation, or for a settlement payment. Also, this decision is sometimes made by independent legal counsel.
Most states explicitly allow the corporation to purchase such insurance.
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