Kramer v. Liberty Property Trust

GREENE, Judge.

Section 2-418 of the Corporations and Associations Article, Md.Code (1975, 2007 Repl.Vol.), authorizes a corporation to indemnify or advance expenses to a director who is a “party” to a “proceeding.” Under the statute, a “ ‘[p]arty’ includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.” Id. § 2-418(a)(6). “ ‘Proceeding’ means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative.” Id. § 2-418(a)(7). In this advancement case, pursuant to the governing…