Fasciana v. Electronic Data Systems Corp.

OPINION

STRINE, Vice Chancellor.

Plaintiff John E. Fasciana seeks an advancement of litigation expenses from defendant Electronic Data Systems Corporation (“EDS”) pursuant to § 145 of the Delaware General Corporation Law (“DGCL”) 1 and the bylaws of EDS. Fasci-ana has filed a motion for summary judgment. EDS has responded with its own cross-motion for summary judgment. 2

The central issue on the motions is the breadth of the term “agent” in 8 Del. C. § 145. In its bylaws, EDS promised to advance litigation expenses to “agents” of the corporation to the extent permitted by § 145. In the actions…