Vergopia v. Shaker

Like most, if not all, corporations organized under Delaware law, Hometown Auto Retailers, Inc. (Hometown) indemnifies its directors, officers, employees, and agents under the terms of its certificate of incorporation and bylaws “to the fullest extent authorized by the Delaware General Corporation Law.” The Delaware General Corporation Law specifically authorizes corporations to indemnify their directors, officers, employees, and agents who are sued “by reason of the fact ” that they are a director, officer, employee, or agent of the corporation. DelCode Ann. tit. 8, § 145. In the majority’s…