§ 1.7.5.5 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

• Jurisdiction: Arizona

§ 1.7.5.5 Determination and Authorization of Indemnification.A.R.S. § 10-855(A) expressly provides that a corporation may not indemnify a director "unless authorized in the specific case after a determination has been made that indemnification is permissible in the circumstances because the director has met the standard of conduct set forth in A.R.S. § 10-851."⁴⁹ That determination must be made by either: (1) a majority vote of the Board of Directors who are not at the time parties to the proceeding, (2)...