Publications

In their Corporate Litigation column published in the New York Law Journal, Joe McLaughlin and Yafit Cohn discuss the advancement of expenses incurred by an officer or director in defending civil, criminal, administrative or investigative actions. Corporations routinely include mandatory advancement provisions in the bylaws, but they may also sign individual indemnification agreements with officers and directors that cannot be amended without mutual consent. Where advancement rights are provided in both corporate bylaws and an indemnification agreement, and the scope of the advancement rights provided therein differs, the question arises whether the two agreements should be read together or separately. The column examines the Delaware Court of Chancery’s recent decision in Narayanan v. Sutherland Global Holdings, which concluded that different sources of advancement rights need not be considered together; rather, each document conferring advancement rights is a separate and independent source of advancement rights.