Case Study: Hermelin V. KV Pharmaceutical

Law360, New York (March 30, 2012, 1:22 PM EDT) -- On Feb. 7, 2012, the Delaware Chancery Court decided Hermelin v. KV Pharmaceutical Co.[1] In Hermelin, the court determined that certain aspects of former CEO Marc Hermelin’s actions were not entitled to mandatory indemnification because Hermelin failed to meet the “successful on the merits” requirements under Section 145(c) of the Delaware General Corporation Law (“DGCL”). 

Because DGCL 145(c) sets forth the terms for mandatory indemnification, it applies to all Delaware corporations regardless of any provision in a corporation’s bylaws, agreements or indemnification plan(s). Thus, the case...
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