Chamison v. HealthTrust, Inc.-Hosp. Co.

OPINION

CHANDLER, Chancellor.

A director of a Delaware corporation was named a defendant in a derivative suit filed in a state court in Texas. The director was successful in the derivative action, obtaining a dismissal with prejudice. In doing so, however, he employed a Texas law firm that was not approved by the Delaware corporation, which had since merged with another Delaware corporation. The director brought this lawsuit to enforce his right to indemnification against the successor Delaware corporation.

This seemingly straightforward indemnification case resulted in a series of rulings on…