Reasoning that under the plain language of 8 Del. C. § 145 a director or officer may recover for fees incurred by a wholly owned entity, the court held that plaintiff was entitled to indemnification for breach of contract claims brought against an entity owned by him as well as for counterclaims brought by him and the entity.

Nonseverable class action waiver in ESOP plan's arbitration provision rendered provision unenforceable where waiver barred plan participants from pursuing remedies authorized by ERISA.