is logical to conclude that in a situation covered by subsection (d), a formal determination that indemnification is proper would be unnecessary; because the director has been exonerated, or at least not been held liable, no proof of her good faith would be required. On its face, subsection (d) appears to apply to Safeway’s situation. Presumably, a “successful defense" in a settlement (a "proceeding referred to in subsection (b)”) occurs where no liability is conceded. Under the terms of the settlement agreement, the Safeway directors denied any liability whatsoever, see E.R. at 230, exh. 26, p. A-7 (section R); therefore, they were successful "on the merits or otherwise,” and Safeway is required to indemnify them under subsection (d). 25 . hipping Co., 47 F.3d 316, 324 (9th Cir.1995)
holding that prejudgment interest may include compound interest holding that like other affirmative defenses to liability immunity from liability must be pleaded or else it is waived holding that reversal for a new trial on liability is appropriate only where the error complained of affects only the issues of liability holding immunity from liability is not jurisdictional holding that prejudgment interest is inappropriate trader  3287a where defendant disputes not only liability but its liability in proportion to other defendants