ADVANCEMENT, JURISDICTION-BY-JURISDICTION
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1 , JURISDICTION-B-JURISDICTION Jurisdictions that make advancement statutorily mandatory subject to opt-out or limitation. EXPRESSL MANDATOR 1 Minnesota 302A. 521, Subd. 3 North Dakota Ohio (E)(5), but not cross-examinable, see, Miller v. Miller, 973 N.E. 2d 228 (Ohio 2012) 1 In the writer's opinion, the statutes of the jurisdictions labeled "" on their face permit the corporation to at least delay advancement by arguing that any mandatory contract for advance is statutorily overbroad if it is interpreted to prohibit the board from assessing the legality of the questioned conduct on a case specific basis. The writer is not licensed to practice in all 52 jurisdictions and defers to licensed practitioners.
2 Jurisdictions that follow the Delaware model that (a) statutorily only permits indemnification, (b) generally requires no profession of innocence of breach of fiduciary duty as a condition of advancement, but (c) arguably refuses mandatory advancement if the executive is only granted "indemnity to the fullest extent permitted by law" without an express grant of advancement rights. 2 EXPRESSL MANDATOR Arkansas California 317(f) (but can be added only in articles of incorporation) Delaware 145(e) Florida (6) Illinois 5/8.75(e); (F) Kansas (e) Louisiana 12:83D Maryland 2-418(f) Missouri , 5 New Mexico F Oklahoma 18, 1031E Puerto Rico 14, 3568 Rhode Island (e); (g) 2 See, Advanced Mining Systems, Inc. v. Fricke, 623 A.2d 82 (Del. Ch. 1992) and Majkowski v. American Imaging Management Services, LLC, 913 A.2d 572 (Del. Ch. 2006). 2
3 Jurisdictions inspired by recent versions of the Model Business Corporation Act that (a) condition advancement upon an assertion of innocence of breach of fiduciary duty but (b) expressly repudiate Delaware rule that language granting indemnity "to the fullest extent permitted by law" does not carry with it a right to advancement. 3 EXPRESSL MANDATOR Connecticut ; 778 District of ; Columbia Georgia ; 859(f) Hawaii ; 249 Idaho ; 858 Iowa ; 858 Maine 13, 854; 859 Massachusetts 156D, 8.53; 8.58 Mississippi ;8.58 Nebraska 21-20,105; 110 South Dakota 47-1A-853; 858 Virginia ; 704 West Virginia ; 858 Wyoming ; See, Model Business Corporation Act Annotated, 8.53(a) (4 th Ed., 2013). 3
4 Jurisdictions inspired by the Model Business Corporate Act that do not (yet) repudiate the Delaware rule declining to grant advancement in cases where indemnitees are promised only "indemnity to the fullest extent permitted by law." Alabama 10A ; 6.25 PROFESSION OF EXPRESSL MANDATOR Alaska (e) Arizona Colorado ;109 Indiana ; 15 Kentucky 271 B.8-530; 580 Michigan (b), 1565 Montana ; 459 Nevada New Hampshire 293-A:8.53 New Jersey 14A:3-5(6) and (7)(a)(i) (provided that advancee "by his pleadings or during the course of the proceedings raised genuine issues of fact or law") (effectively, on analogy to N statute and decisions) New ork 721; 723(c); 724 (provided that advancee "by his pleadings or during the course of the litigation raised genuine issues of fact or law") (effectively) (See, Pilipiak v. Keyes, 729 N.. Supp. 2d 99 (App. Div. 2001); Bee v. BDO Seidman (contact JDW for reference) 4
5 PROFESSION OF EXPRESSL MANDATOR North Carolina ; 57 Oregon (4); Pennsylvania 1745; 1746 South Carolina Tennessee ; 509 Texas Utah 16-10a-904 Vermont 8.53 Washington 23B Wisconsin ; 0858 Copyright James D. Wing, 2014, all rights reserved. 5
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