Unless limited by its articles of incorporation, a corporation shall indemnify an individual who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because the individual is or was a director, against reasonable expenses incurred by the individual in connection with the proceeding.
Source: L. 93: Entire article added, p. 791, § 1, effective July 1, 1994. L. 2004: Entire section amended, p. 1501, § 266, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1938, § 39, effective July 1, 2020.
ANNOTATION
Indemnification not mandated where former director was not "wholly successful" since the jury found him liable for breaching his fiduciary duty to the corporation and the mere fact that the jury refused to award the corporation damages does not negate that finding. Quark, Inc. v. Harley, 141 F.3d 1185 (10th Cir. 1998).
Indemnification is mandated when jury found former director breached a duty to the corporation but refused to award the corporation damages because of a lack of causation, since the defense was "wholly successful". Waskel v. Guaranty Nat'l Corp., 23 P.3d 1214 (Colo. App. 2000) (declining to follow Quark, Inc. v. Harley, 141 F.3d 1185 (10th Cir. 1998)).