DeMott discusses the doctrines that define entitlements to indemnification. In the corporate context, indemnification is better grounded, as in the Model Business Corporation Act (MBCA), in the necessity of furnishing corporate directors with appropriate protection against personal risk. To be sure, as the MBCA's official comments implicitly acknowledge, the position of officers, especially senior executive officers, does not fit neatly and exclusively into either an "agent" or a "non-agent" category for indemnification purposes.
Deborah A. DeMott,
Indemnification and Advancement Through an Agency Lens,
74 Law and Contemporary Problems
Available at: http://scholarship.law.duke.edu/lcp/vol74/iss1/15