[rayiner]

The Delaware law provisions in question exist because the officers and directors of a corporation are often sued for the alleged misconduct of the corporation itself, and it's reasonable in those circumstances for the corporation to pay for their defense.

A VP at Goldman is, I think, the third lowest ranking front-office position. Not only is it not the sort of "officer" that Delaware law contemplates, but it's also not the sort of context Delaware law contemplates. Aleynikov wasn't accused of wrongdoing in his official capacity as an officer of the corporation. That might be something like a CEO being accused of funneling contracts to his brother's company. Aleynikov was accused of wrongdoing that was incidental to his employment.

[deciplex]

>A VP at Goldman is, I think, the third lowest ranking front-office position.

So what? Let's just stick with the letter of the law, otherwise we're just choosing the letter or the spirit, whichever is more advantageous for the higher-status party. I have no doubt that, had he lost on a technicality rather than this bullshit, the inverse of your post would be the top comment instead (though I'm pretty sure it wouldn't have the same author, I hope).

[jamesaguilar]

The letter of the law does not impinge on this question, since there is no law mapping bank employee designations to legally-defined officers of a bank.

[deciplex]

Here's the law in question, for the record:

>Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) . . . may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

You'll notice that, unlike the article above (and a few other sources), there is nothing here about 'other employees' or agents of the company or whatever else. It is strictly officers and directors.

But, I'm surprised it's ambiguous that he's an officer. I don't work for Goldman, but I do work for a similarly large corporation in the same industry, and I can tell you there is no question that I'm an officer, at least according to the company bylaws, where I have to follow even the rules laid out specifically for officers. I assume it was the same for him, since he's in a similar position to myself (actually, a bit higher up, even).

Perhaps the bylaws at Goldman are just weirdly ambiguous and open to interpretation. Knowing what I know of management culture at Goldman Sachs, it would not surprise me in the slightest to learn they chose to keep them this way. However, if they are wording their bylaws in such a way, I see no reason for the court to give them the benefit of doubt in determining whether he's an officer.

I mean, taken at face value, all you're saying is that a company never has to follow this law, since they can always claim someone isn't an officer or director.

[rayiner]

Its not ambiguous whether he's an officer. The word "officer" is an term of art. It means someone who has official management roles in the corporation, someone who has special fiduciary duties, etc. A VP at Goldman has none of those things.

A good question to ask is: can a VP at Goldman be sued for injuring the corporation through transactions involving a conflict of interest? An officer can, because he has a fiduciary duty to the corporation. An employee does not.

[antr]

On the quote you say "may be paid", and not "must be paid". That to me gives Goldman the optionality to pay, but not the obligation. Don't you think?