Schwarz v. General Aniline & Film Corp.

Carswell, J.*

(concurring). I concur in Judge Desmond’s opinion for affirmance for the reasons given therein and for an additional reason.

Section 64 of the General Corporation Law directs reimbursement by a corporation of a director, officer or employee who has been put to expense as a consequence of having been made a party “ to any action,” etc., because he is or was a director, except when guilty of misconduct. This opening phrasing properly becomes the subject matter of interpretation only because certain terminology in section 64 and the following sections, characteristic of and…