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Exact(8)
In fact, the Fed would have demanded that the indemnification provision be removed, as much as it guided the price per share paid in this transaction.
In addition, the indemnification provision covers government investigations, so to the extent the S.E.C. and Justice Department scrutinize Mr. Okada for his actions as a director of Wynn, the company may be responsible for paying those legal fees as well.
The indemnification provision at most companies requires an officer or director to commit to repaying any advances if the person is found liable for breaching a fiduciary duty or engaging in conduct designed to harm the corporation.
The indemnification provision has an interesting limitation that does not require the company to pay legal fees for any actions related to a person's "capacity as a stockholder, including, but not limited to, in connection with such person being deemed an unsuitable person".
Jonathan S. Abady, a lawyer whose firm, Emery Celli Brinckerhoff & Abady, has handled suits against the city and private agencies in cases involving abused and neglected children, said "there does appear to be a uniform indemnification provision" in the contracts the city has with such agencies.
Virtually every publicly traded corporation has an indemnification provision in its corporate articles requiring it pay the lawyers for its officers and directors who may be accused of a violation, and in most cases those costs must be advanced during the course of an investigation or prosecution.
Similar(47)
Unlike in the private equity world, in the public company sphere there is no movement to cut back on expansive indemnification provisions and hold executives more accountable.
Are the expansive indemnification provisions provided by public companies really necessary, or do they allow executives to escape penalty for their wrongdoing?
Since they do not directly bear the cost, these executives regularly agree to or demand broadly written indemnification provisions that act to absolve executives from liability for their wrongs.
In the wake of the financial crisis, limited partners are acting to ensure that indemnification provisions do not become overbroad so that executives cannot be easily absolved of their sins.
On Friday, the Bear board looked after itself, amending the Bear by-laws to enhance the director indemnification provisions to provide for advancement of expenses to these directors to aid them in defending against any lawsuits.
Related(18)
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benefit provision
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