Section 317 of the California Corporations Code authorizes, limits and in one circumstance even mandates the indemnification of a person by reason of the fact that the person is, or was, an "agent" of the corporation. The statute defines "agent" as "any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation".
Corporate executives and employees often serve as fiduciaries under a corporation's employee benefit plan. From the above description, it is not clear that Section 317 governs indemnification of these persons when serving as such. In fact, Section 317 does not apply. Subdivision (j) of the statute makes this clear: "This section [317] does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though the person may also be an agent as defined in subdivision (a) of the employer corporation".
This does not mean that the California General Corporation Law prohibits indemnification of persons serving as fiduciaries under a corporation's employee...
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