Prepare an officer and director indemnification and insurance agreement within the statutory limits
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the instructions and § 145, prepare a first-pass indemnification and insurance agreement. For a proceeding that is not by or in the right of the corporation, keep the § 145(a) conditions: good faith, a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, in a criminal proceeding, no reasonable cause to believe the conduct was unlawful. For a proceeding by or in the right of the corporation, limit indemnification to expenses, and carve out a claim on which the person has been adjudged liable to the corporation unless a court determines otherwise under § 145(b). Do not treat the draft as ready to sign.
- What the lawyer must review
- The lawyer checks every operative clause against § 145(a), (b) and (c), rewrites anything past those limits, and approves the agreement before it is executed. Section 145(g) gives the corporation power to buy insurance against a liability whether or not the corporation would have power to indemnify that liability. Mandatory indemnification for success on the merits is § 145(c), and for acts or omissions after 31 December 2020 the officer definition in that subsection is narrowed.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Review the original source set for relevant material absent from the output, including contrary evidence, qualifications and remaining gaps.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.