§ 8.50. Subchapter definitions
As used in this subchapter:
(1) “Corporation” includes any domestic or foreign predecessor entity of a corporation
in a merger or other transaction in which the predecessor’s existence ceased upon
the consummation of the transaction.
(2) “Director” means an individual who is or was a director of a corporation or an individual
who, while a director of a corporation, is or was serving at the corporation’s request
as a director, officer, partner, trustee, employee, or agent of another foreign or
domestic business or nonprofit corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise. A director is considered to be serving an employee
benefit plan at the corporation’s request if the director’s duties to the corporation
also impose duties on, or otherwise involve services by, the director to the plan
or to participants in or beneficiaries of the plan. “Director” includes, unless the
context requires otherwise, the estate or personal representative of a director.
(3) “Expenses” mean the reasonable costs incurred in connection with a proceeding, including
reasonable attorney’s fees.
(4) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including
an excise tax assessed with respect to an employee benefit plan), or reasonable expenses
actually incurred with respect to a proceeding.
(5) “Official capacity” means:
(A) when used with respect to a director, the office of director in a corporation; and
(B) when used with respect to an individual other than a director, as contemplated in
section 8.56 of this title, the office in a corporation held by the officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the corporation. “Official capacity”
does not include service for any other foreign or domestic business or nonprofit corporation
or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
(6) “Party” includes an individual who was, is, or is threatened to be made a named defendant
or respondent in a proceeding.
(7) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative and whether formal or informal.
(8) “Special legal counsel” means counsel that has never been an employee of the corporation
and who has not, and whose firm has not, performed legal services for the corporation
pertaining to the matter for which indemnification is sought for a period of at least
two years before retention as special counsel. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)