N.Y. Banking Law § 9008: Indemnification of directors and officers by a court

§ 9008. Indemnification of directors and officers by a court. 1.

Notwithstanding the failure of a corporation to provide indemnification,

and despite any contrary resolution of the board or of the shareholders

in the specific case under section nine thousand seven, indemnification

shall be awarded by a court to the extent authorized under section nine

thousand six and subdivision one of section nine thousand seven.

Application therefor may be made, in every case, either:

(a) In the civil action or proceeding in which the expenses were

incurred or other amounts were paid, or

(b) To the supreme court in a separate proceeding, in which case the

application shall set forth the disposition of any previous application

made to any court for the same or similar relief and also reasonable

cause for the failure to make application for such relief in the action

or proceeding in which the expenses were incurred or other amounts were

paid.

2. The application shall be made in such manner and form as may be

required by the applicable rules of court, or in the absence thereof, by

direction of a court to which it is made. Such application shall be upon

notice to the corporation. The court may also direct that notice be

given at the expense of the corporation to the shareholders and such

other persons as it may designate in such manner as it may require.

3. Where indemnification is sought by judicial action, the court may

allow a person such reasonable expenses, including attorneys' fees,

during the pendency of the litigation as are necessary in connection

with his defense therein, if the court shall find that the defendant has

by his pleadings or during the course of the litigation raised genuine

issues of fact or law.