Both Delaware and Nevada require corporations to indemnify certain persons against expenses (including attorneys' fees) to the extent that they have been successful on the merits or otherwise in defense of any action, suit or proceeding. See DGCL § 145(c) and NRS 78.751. There is a key difference between these two statutes. The difference relates to who must be indemnified.

The Delaware statute refers to directors and officers. Delaware further narrows the field of persons entitled to mandatory indemnification by providing:

For indemnification with respect to any act or omission occurring after December 31, 2020, references to “officer” for purposes of paragraphs (c)(1) and (2) of this section [145] shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply § 3114(b) of Title 10 to this sentence).

Nevada's statute, like the state itself, is far more expansive. First, it does not impose Delaware's constrained definition of "officer". Thus, Nevada's statute potentially covers a broader range of officers than does the Delaware statute. Second, and perhaps more significantly, NRS 78.751 also mandates indemnification of any "employee or agent" provided that the action, suit or proceeding is by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.