Under what condition can a corporation never indemnify a director?

A corporation can never indemnify a director when that director has been held liable to the corporation itself. This is grounded in the principle that indemnification is intended to protect directors from expenses and liabilities incurred while performing their corporate duties, but should not extend to situations where the director has acted against the interests of the corporation. If a director is found liable to the corporation, it indicates a breach of duty or misconduct that warrants accountability. Allowing indemnification in such circumstances would contradict the fundamental goal of corporate governance, where directors are expected to act in the best interest of the corporation and its shareholders.

In contrast, the other scenarios do not necessarily prevent indemnification. When a director resigns, they may still be entitled to indemnification for actions taken before their resignation unless specific misconduct is established. Being acquitted of charges implies they were not found guilty of wrongdoing, allowing for potential indemnification. Similarly, winning a lawsuit against another party does not inherently involve liability to the corporation and could still justify indemnification for expenses incurred during that litigation.