Wisconsin Statutes
Wis. Stat. § 180.0855 (2026)
Determination of right to indemnification
✓ current as of July 2026
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180.0855180.0855 Determination of right to indemnification. Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the director or officer and the corporation, the director or officer seeking indemnification under s. 180.0851 (2) shall select one of the following means for determining his or her right to indemnification:
180.0855(1)(1) By a majority vote of a quorum of the board of directors consisting of directors who are not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the board of directors and consisting solely of 2 or more directors who are not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
180.0855(2)(2) By independent legal counsel selected by a quorum of the board of directors or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full board of directors, including directors who are parties to the same or related proceedings.
180.0855(3)(3) By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the 2 arbitrators previously selected.
180.0855(4)(4) By an affirmative vote of shares as provided in s. 180.0725. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.
180.0855(6)(6) By any other method provided for in any additional right to indemnification permitted under s. 180.0858.
Notes of Decisions
Cited in 4
cases (2 in the last 5 years), 2008–2021 · leading case: Ehlinger v. Hauser, 2010 WI 54 (Wis. 2010).
Ehlinger v. Hauser, 2010 WI 54 (Wis. 2010). “We determine that Hauser was not entitled to indemnification by Evald according to the provisions of Wis. Stat. § 180.0855 (2007-08). [2] Further, under these facts, the litigation expenses were not incurred by the corporation for its own defense.”
Ehlinger v. Hauser, 2008 WI App 123 (Wis. Ct. App. 2008). “Ehlinger contends that under Wis. Stat. § 180.0855 , because Evald's bylaws do not provide otherwise, Hauser was entitled to reimbursement only by majority vote of the directors, by the decision of independent legal counsel picked by the directors, by decision of three…”
Schneider, Carl v. Hybrid Car Store, Inc. (W.D. Wis. 2021). “The statute is silent on an officer’s indemnification rights in that situation, and neither side makes an argument that the statute does or does not require indemnification for a case that involves a mix of claims such as the state-court suit here.”
Schneider, Carl v. Hybrid Car Store, Inc. (W.D. Wis. 2021). “0851(1) because he didn’t comply with the procedural requirements in Wis. Stat. § 180.0855 . But defendant didn’t have an opportunity to respond to that argument, and plaintiffs didn’t explain why a procedural violation would entitle them to damages.”
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