Last Friday, I wrote in this post about mandatory indemnification of agents pursuant to California Corporations Code § 317(d). California’s neighbor to the East, Nevada, also requires indemnification of agents in much the same terms as California. NRS 78.7502(3). Delaware, however has not mandated by statute the indemnification of agents or employees who are not directors or officers since 1997.

While the differences among California, Delaware and Nevada with respect to mandatory, statutory indemnification might be viewed as another bit of corporate arcana, the reason for Delaware’s amendment of Delaware General Corporation Law § 145(c) has an important implication for the application of the internal affairs doctrine.