N.Y. BSC Law § 724

§ 724. Indemnification of directors and officers by a court.\n (a) Notwithstanding the failure of a corporation to provide\nindemnification, and despite any contrary resolution of the board or of\nthe shareholders in the specific case under section 723 (Payment of\nindemnification other than by court award), indemnification shall be\nawarded by a court to the extent authorized under section 722\n(Authorization for indemnification of directors and officers), and\nparagraph (a) of section 723. Application therefor may be made, in every\ncase, either:\n (1) In the civil action or proceeding in which the expenses were\nincurred or other amounts were paid, or\n (2) To the supreme court in a separate proceeding, in which case the\napplication shall set forth the disposition of any previous application\nmade to any court for the same or similar relief and also reasonable\ncause for the failure to make application for such relief in the action\nor proceeding in which the expenses were incurred or other amounts were\npaid.\n (b) The application shall be made in such manner and form as may be\nrequired by the applicable rules of court or, in the absence thereof, by\ndirection of a court to which it is made. Such application shall be upon\nnotice to the corporation. The court may also direct that notice be\ngiven at the expense of the corporation to the shareholders and such\nother persons as it may designate in such manner as it may require.\n (c) Where indemnification is sought by judicial action, the court may\nallow a person such reasonable expenses, including attorneys' fees,\nduring the pendency of the litigation as are necessary in connection\nwith his defense therein, if the court shall find that the defendant has\nby his pleadings or during the course of the litigation raised genuine\nissues of fact or law.\n