Suppose you are sued and win. Then, your luck runs out with your spouse and your last, best friend. To make matters worse, you’ve run up big legal fees but have no insurance and no indemnification agreement. Moreover, no statute and no agreement requires the plaintiff to pay these expenses. Has your luck really run out?

The answer may be no if you are an agent of a California corporation. California Corporations Code § 317(d) requires a corporation to indemnify an agent against expenses actually and reasonably incurred to the extent the agent is successful on the merits in defense of a proceeding or in the defense of any claim, issue, or matter in a proceeding. Of course, there are a few important caveats.