Maine Revised Statutes Title 13-C Sec. 857 – Indemnification of officers
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1. Permissible scope. A corporation may indemnify and advance expenses under this subchapter to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation:
A. To the same extent as a director; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. If the officer is an officer but not a director, to such further extent as may be provided by the corporation’s articles of incorporation, the bylaws, a resolution of the corporation’s board of directors or a contract except for:
(1) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or
(2) Liability arising out of conduct that constitutes:
(a) Receipt by the officer of a financial benefit to which the officer is not entitled;
(b) An intentional infliction of harm on the corporation or the shareholders; or
(c) An intentional violation of criminal law. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §68 (AMD).]
Terms Used In Maine Revised Statutes Title 13-C Sec. 857
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: includes any domestic or foreign predecessor entity of a corporation in a merger. See Maine Revised Statutes Title 13-C Sec. 851
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
- officer: includes , unless the context requires otherwise, the estate or personal representative of a director or officer. See Maine Revised Statutes Title 13-C Sec. 851
- Party: means an individual who was, is or is threatened to be made a defendant or respondent in a proceeding. See Maine Revised Statutes Title 13-C Sec. 851
- Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal. See Maine Revised Statutes Title 13-C Sec. 851
2. Dual capacity. Subsection 1, paragraph B applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.
[PL 2003, c. 344, Pt. B, §68 (AMD).]
3. Mandatory indemnification. An officer who is not a director is entitled to mandatory indemnification under section 853 and may apply to a court under section 855 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or an advance for expenses under those provisions.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B68 (AMD).