South Dakota Codified Laws 47-1A-850. Subpart definitions
Terms used in §§ 47-1A-850 to 47-1A-859, inclusive, mean:
(1) “Corporation,” includes any domestic or foreign predecessor entity of a corporation in a merger;
Terms Used In South Dakota Codified Laws 47-1A-850
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Employee: includes any officer but not a director. See South Dakota Codified Laws 47-1A-140
- Entity: includes domestic and foreign business corporation. See South Dakota Codified Laws 47-1A-140
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See South Dakota Codified Laws 47-1A-140
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
- Trustee: A person or institution holding and administering property in trust.
(2) “Director” or “officer,” an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if any duties to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. The term, director or officer, includes, unless the context requires otherwise, the estate or personal representative of a director or officer;
(3) “Disinterested director,” a director who, at the time of a vote referred to in § 47-1A-853.1 or a vote or selection referred to in § 47-1A-856, is not a party to the proceeding, or an individual having a familial, financial, professional or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made;
(4) “Expenses,” includes counsel fees;
(5) “Liability,” the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding;
(6) “Official capacity,” when used with respect to a director, the office of director in a corporation; and when used with respect to an officer, as contemplated in § 47-1A-856, the office in a corporation held by the officer. Official capacity does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity;
(7) “Party,” an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding;
(8) “Proceeding,” any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
Source: SL 2005, ch 239, § 171.