Title 14A, Title 14A: CORPORATIONS, GENERAL

14A:3-5 Indemnification of directors, officers and employees. 14A:3-5. Indemnification of directors, officers and employees. (1) As used in this section, (a) "Corporate agent" means any person who is or was a director, officer, employee or agent of the indemnifying corporation or…

14A:3-6.1 Definitions relative to derivative proceedings and shareholder class actions. 1. As used in this section: "Derivative proceeding" means a civil suit in the right of a domestic corporation. "Shareholder" includes a beneficial owner whose shares are held in a voting trust…

14A:3-6.2 Conditions for commencing, maintaining proceeding. 2. A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through tra…

14A:3-6.3 Actions taken before commencing proceeding. 3. No shareholder may commence a derivative proceeding until: (1) a written demand has been made upon the corporation to take suitable action; and (2) 90 days have expired from the date the demand was made unless the sharehold…

14A:3-6.4 Stay of proceeding. 4. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding as the court deems appropriate. L.2013, c.42, s.4.

14A:3-6.5 Conditions for dismissal of proceeding. 5. (1) Subject to subsection (5) of this section, a derivative proceeding shall be dismissed by the court on motion by the corporation if the court finds that: (a) the person or group specified in paragraph (a) or (b) of subsectio…

14A:3-6.6 Court's approval required. 6. A derivative proceeding or a shareholder class action may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corpo…

14A:3-6.7 Termination of derivative proceeding, shareholder class action. 7. On termination of a derivative proceeding or a shareholder class action the court may: (1) order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding…

14A:3-6.8 Security for reasonable expenses. 8. In any derivative proceeding or shareholder class action instituted by a shareholder or shareholders holding less than 5% of the outstanding shares of any class or series of the corporation, unless the shares have a market value in e…

14A:3-6.9 Applicability. 9. In any derivative proceeding or shareholder class action against a corporation organized under the provisions of the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq.: a. Except for sections 7 and 8 of P.L.2013, c.42 (C.14A:3-6.7 and 6.8), w…