What is the test for indemnification under section 317 of the California Corporations Act?

California, United States of America

The following excerpt is from Wilshire-Doheny, 100 Cal.Rptr.2d 478, 83 Cal.App.4th 1380 (Cal. App. 2000):

The policy considerations behind section 317 "are that persons who serve the corporation in good faith should, in the absence of certain conduct (fraud, breach of fiduciary duties, etc.) be free from liability for corporate acts; indemnification encourages capable persons to perform their duties, secure in the knowledge that expenses incurred by them despite their honesty and integrity will be borne by the corporation. [Citations.]" (Plate v. Sun-Diamond Growers (1990) 225 Cal.App.3d 1115, 1122-1123.)

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What is the test for indemnification under section 317 of the California Corporations Act?

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