In corporate indemnification, which approvals are typically required, and what remedy do dissenters have?

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Indemnification provisions for directors and officers are typically approved by shareholders rather than the board, because these provisions affect the owners of the company and their financial interests. The standard is that shareholders authorize or adopt indemnification terms, often through the charter, bylaws, or a separate indemnification agreement. Dissenters don’t have a built-in remedial option tied to indemnification itself; there isn’t a guaranteed right like share repurchase or an appraisal right created simply by adopting indemnification. If a shareholder disagrees with an indemnification provision, their recourse is generally to vote against or challenge the action through other legal or governance avenues, not to obtain a specific remedy under indemnification. The other scenarios—requiring board approval only, or requiring both board and shareholder approval, or promising a dissenters’ remedy—do not align with the typical practice in this context.