Indemnity and Infidelity: Advancement of Defence Costs in Actions 'By...The Corporation'
Bibliographic record
Abstract
Indemnification refers to the financial protection provided by the for its directors. It shields directors from expenses and liability of legal proceedings alleging breaches of their duty to the corporation. The author argues that although Canada's current federal statutory indemnification scheme, s.124 of the Canada Business Corporations Act (CBCA) was intended to provide a comprehensive scheme for dealing with indemnification, it does not encompass actions brought directly by a against its directors for a breach of duty to the corporation. Although direct actions would seem to fall naturally into subsection 124(4), which authorizes indemnification for actions by...the corporation this was intended to apply only to derivative actions. Nor can direct actions be appropriately accommodated by subsection 124(1), which is intended to deal with indemnification in actions brought by third parties. Derivative suits brought by corporate stakeholders, and direct suits brought by the itself, are not the same; in direct suits the and its management are truly adverse. It is contended that advancement in such cases is inappropriate and judicial inclination to interpret direct actions as falling within the purview of the section should be avoided. This article reviews policy issues raised by advancement of defence costs to directors incurred in both derivative actions and direct actions by the corporation. This article begins with s. 124. The historical development of the section is canvassed to demonstrate that direct actions were never considered within its purview. Canadian federal indemnity laws have been heavily influenced by American law, particularly that of Delaware, New York, and the Model Business Corporations Act. The impact of these statutes on the development of s. 124 is considered, concluding with a discussion of the merits of interpreting this section to encompass direct actions.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.004 | 0.009 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.001 | 0.001 |
| Science and technology studies | 0.010 | 0.020 |
| Scholarly communication | 0.011 | 0.007 |
| Open science | 0.002 | 0.005 |
| Research integrity | 0.009 | 0.007 |
| Insufficient payload (model declined to judge) | 0.005 | 0.001 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".