reglab/housing_qa huggingface dataset:
NH Rev Stat § 293-A:8.51 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.51 - Permissible Indemnification.

    293-A:8.51 Permissible Indemnification. –||(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:||(1)(i) the director conducted himself or herself in good faith; and||(ii) reasonably believed:||(A) in the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation; and||(B) in all other cases, that the director's conduct was at least not opposed to the best interests of the corporation; and||(C) in the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful; or||(b) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation (as authorized by RSA 293-A:2.02(b)(5)).||(c) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of RSA 293-A:8.51(a)(1)(ii)(B).||(d) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.||(e) Unless ordered by a court under RSA 293-A:8.54(a)(3), a corporation may not indemnify a director:||(1) in connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a); or||(2) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, whether or not involving action in the director's official capacity.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.52 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.52 - Mandatory Indemnification.

    293-A:8.52 Mandatory Indemnification. –||A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.53 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.53 - Advance for Expenses.

    293-A:8.53 Advance for Expenses. –||(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors if the director delivers to the corporation:||(1) a signed written affirmation of the director's good faith belief that the relevant standard of conduct described in RSA 293-A:8.51 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by RSA 293-A:2.02(b)(4); and||(2) a signed written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under RSA 293-A:8.52 and it is ultimately determined under RSA 293-A:8.54 or RSA 293-A:8.55 that the director has not met the relevant standard of conduct described in RSA 293-A:8.51.||(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.||(c) Authorizations under this section shall be made:||(1) by the board of directors:||(i) if there are 2 or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of 2 or more qualified directors appointed by such a vote; or||(ii) if there are fewer than 2 qualified directors, by the vote necessary for action by the board in accordance with RSA 293-A:8.24(c), in which authorization directors who are not qualified directors may participate; or||(2) by the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.54 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.54 - Court-Ordered Indemnification and Advance for Expenses.

    293-A:8.54 Court-Ordered Indemnification and Advance for Expenses. –||(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:||(1) order indemnification if the court determines that the director is entitled to mandatory indemnification under RSA 293-A:8.52;||(2) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by RSA 293-A:8.58(a); or||(3) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:||(i) to indemnify the director; or||(ii) to advance expenses to the director, even if he or she has not met the relevant standard of conduct set forth in RSA 293-A:8.51(a), failed to comply with RSA 293-A:8.53, or was adjudged liable in a proceeding referred to in RSA 293-A:8.51(e)(1) or (e)(2), but if the director was adjudged so liable indemnification shall be limited to expenses incurred in connection with the proceeding.||(b) If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the corporation to pay the director's expenses to obtain court-ordered indemnification or advance for expenses.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.55 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.55 - Determination and Authorization of Indemnification.

    293-A:8.55 Determination and Authorization of Indemnification. –||(a) A corporation may not indemnify a director under RSA 293-A:8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in RSA 293-A:8.51.||(b) The determination shall be made:||(1) if there are 2 or more qualified directors, by the board of directors by a majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of 2 or more qualified directors appointed by such a vote;||(2) by special legal counsel:||(i) selected in the manner prescribed in subdivision (1); or||(ii) if there are fewer than 2 qualified directors, selected by the board of directors, (in which selection directors who are not qualified directors may participate); or||(3) by the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.||(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible except that if there are fewer than 2 qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(ii).|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.56 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.56 - Indemnification of Officers.

    293-A:8.56 Indemnification of Officers. –||(a) A corporation may indemnify and advance expenses under this subdivision to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:||(1) to the same extent as a director; and||(2) 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:||(i) liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or||(ii) liability arising out of conduct that constitutes:||(A) receipt by the officer of a financial benefit to which he or she is not entitled;||(B) an intentional infliction of harm on the corporation or the shareholders; or||(C) an intentional violation of criminal law.||(b) The provisions of subsection (a)(2) shall apply to an officer who is also a director if the basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.||(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under RSA 293-A:8.52, and may apply to a court under RSA 293-A:8.54 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.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.57 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.57 - Insurance.

    293-A:8.57 Insurance. –||A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from his or her status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this subdivision.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.58 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.58 - Variation by Corporate Action; Application of Subdivision.

    293-A:8.58 Variation by Corporate Action;  Application of Subdivision. –||(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with RSA 293-A:8.51 or advance funds to pay for or reimburse expenses in accordance with RSA 293-A:8.53. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in RSA 293-A:8.53(c) and in RSA 293-A:8.55(c). Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with RSA 293-A:8.53 to the fullest extent permitted by law, unless the provision specifically provides otherwise.||(b) Any provision pursuant to subsection (a) shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by RSA 293-A:11.07(a)(4).||(c) A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this subdivision.||(d) This subdivision does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when he or she is not a party.||(e) This subdivision does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.59 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.59 - Exclusivity of Subdivision.

    293-A:8.59 Exclusivity of Subdivision. –||A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this subdivision.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.61 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.61 - Judicial Action.

    293-A:8.61 Judicial Action. –||(a) A transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation) may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.||(b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if:||(1) directors' action respecting the transaction was taken in compliance with RSA 293-A:8.62 at any time; or||(2) shareholders' action respecting the transaction was taken in compliance with RSA 293-A:8.63 at any time; or||(3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.62 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.62 - Directors' Action.

    293-A:8.62 Directors' Action. –||(a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of RSA 293-A:8.61(b)(l) if the transaction has been authorized by the affirmative vote of a majority (but no fewer than 2) of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b), provided that:||(1) the qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and||(2) where the action has been taken by a committee, all members of the committee were qualified directors, and either (i) the committee was composed of all the qualified directors on the board of directors or (ii) the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.||(b) Notwithstanding subsection (a), when a transaction is a director's conflicting interest transaction only because a related person described in clause (v) or clause (vi) of RSA 293-A:8.60(a)(5) is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction:||(1) all information required to be disclosed that is not so violative,||(2) the existence and nature of the director's conflicting interest, and||(3) the nature of the conflicted director's duty not to disclose the confidential information.||(c) A majority (but no fewer than 2) of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section.||(d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:8.70 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:8.70 - Business Opportunities.

    293-A:8.70 Business Opportunities. –||(a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the opportunity the director brings it to the attention of the corporation and:||(1) action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in RSA 293-A:8.62, as if the decision being made concerned a director's conflicting interest transaction; or||(2) shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in RSA 293-A:8.63, as if the decision being made concerned a director's conflicting interest transaction; except that, rather than making "required disclosure" as defined in RSA 293-A:8.60, in each case the director shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director.||(b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:9.01 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:9.01 - Excluded Transactions.

    293-A:9.01 Excluded Transactions. –||This chapter may not be used to effect a transaction in which the conversion from one entity to another type of entity is governed by other statutes of this state with specific provisions that address how that conversion is to be accomplished.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|
NH Rev Stat § 293-A:9.02 (2021)
2021 New Hampshire Revised Statutes|Title XXVII - Corporations, Associations, and Proprietors of Common Lands|Title 293-A - New Hampshire Business Corporation Act|Section 293-A:9.02 - Required Approvals.

    293-A:9.02 Required Approvals. –||(a) If a domestic or foreign business corporation or eligible entity may not be a party to a merger without the approval of a governmental authority, department, agency, or official of this state, the corporation or eligible entity shall not be a party to a transaction under this chapter without the prior approval of that authority, department, agency, or official.||(b) Property held in trust or for charitable purposes under the laws of this state by a domestic or foreign eligible entity shall not, by any transaction under this chapter, be diverted from the objects for which it was donated, granted, or devised, unless and until the eligible entity obtains any approval or order of any court or any other governing authority in this state specifying the disposition of the property to the extent required by and pursuant to applicable state law.|||Source. 2013, 142:1, eff. Jan. 1, 2014.|