COURT OF CHANCERY
OF THE
STATE OF DELAWARE LEONARD L. WILLIAMS JUSTICE CENTER
LOREN MITCHELL 500 NORTH KING STREET, SUITE 11400 MAGISTRATE IN CHANCERY WILMINGTON, DE 19801-3734
Date Submitted: July 9, 2026
Final Report: August 12, 2026
Andrew D. Cordo, Esquire David E. Kirk, Esquire
Jessica A. Hartwell, Esquire Y. Carson Zhou, Esquire
Jillian Patterson, Esquire Kirk & Ingram, LLP
Wilson, Sonsini, Goodrich & Rosati, 3411 Silverside Road, Suite 104B
P.C. Wilmington, DE 19810
222 Delaware Avenue, Suite 800
Wilmington, DE 19801
RE: Maju Kuruvilla v. Bolt Financial, Inc.,
C.A. No. 2026-0435-LM
Dear Counsel,
Maju Kuruvilla, the former CEO, director, and officer of the Company seeks
advancement of attorneys’ fees and expenses under an Indemnification Agreement
to defend a lawsuit brought by the Company. He also seeks to cover fees incurred
for responding to the Company’s pre-suit threatened litigation correspondence. The
Company asserts that the separation and Release agreement, which carve out “claims
related to rights to indemnification or insurance,” do not preserve advancement,
which the Company argues is a distinct right that was released. The Plaintiff argues
that the carve out for indemnification-related claims encompasses advancement. Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 2 of 20
The parties also dispute whether advancement rights expired under the
Agreement’s durational clause and question whether the Plaintiff was “subject to” a
proceeding, a requirement to receive advancement. The parties further dispute
whether the Company may resist advancement based on its contention that the
Indemnification Agreement resulted from an interested transaction that was not
entirely fair to the Company.
For the reasons that follow, the Court grants Plaintiff’s motion for summary
judgment and denies the Company’s cross-motion, concluding that the Release
preserves Plaintiff’s claim for advancement; that Plaintiff’s advancement rights have
not expired; that the Company’s entire-fairness and validity defenses do not preclude
a determination of advancement entitlement at this stage; and that Plaintiff is entitled
to fees-on-fees.
I. FACTUAL BACKGROUND 1
Maju Kuruvilla (“Plaintiff” or “Kuruvilla”) was CEO of Bolt Financial, Inc.
(“Defendant” or “Bolt” or the “Company”).2 Bolt is a financial technology company
and a Delaware corporation with its principal place of business in San Francisco,
1
The facts in this report reflect my findings based on the record developed at the hearing held on July 9, 2026. I grant the evidence, the weight, and credibility I find it deserves. Citations to the Docket are cited in the form of “D.I.”
2
D.I. 9 ¶ 4.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 3 of 20
California.3 Kuruvilla joined Bolt as its Chief Technology Officer in December 2020
and was promoted to CEO and joined the Board of Directors in January 2022.4
Kuruvilla and Ryan Loh, on behalf of Bolt, executed the Indemnification
Agreement (the “Agreement”) on April 29, 2022.5 The Agreement states that Bolt
will “indemnify[] and . . . advance expenses on behalf of [Kuruvilla].”6 The
Agreement spells out these obligations in different provisions.7 Sections 1 through
4 address indemnification, while Section 5 separately addresses advancement.
Bolt’s obligations under the Agreement only “continue . . . so long as [Kuruvilla]
shall be subject to any Proceeding.” 8 Section 5 of the Agreement states:
Notwithstanding any other provision of this Agreement, the
Company shall advance all Expenses incurred by or on behalf of
Indemnitee in connection with any Proceeding by reason of Corporate
Status within thirty (30) days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or
advances from time to time, whether prior to or after final disposition
of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be
preceded or accompanied by a written undertaking by or on behalf of
Indemnitee to repay any Expenses advanced if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified against
3
Id. ¶¶ 5, 8.
4
D.I. 9 ¶ 8; D.I. 13 at 3.
5
D.I. 9 ¶ 9; D.I. 1, Ex. A at 14.
6
D.I. 1, Ex. A at 1.
7
Id. §§ 1–4 (indemnification obligations), 5 (advancement obligations).
8
Id. § 10.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 4 of 20
such Expenses. Any advances and undertakings to repay pursuant to
this Section 5 shall be unsecured and interest free.9
Section 10 of the Agreement states:
All agreements and obligations of the Company contained herein
shall continue during the period Indemnitee is an officer or director of
the Company (or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise) and shall continue thereafter so
long as Indemnitee shall be subject to any Proceeding (or any
proceeding commenced under Section 7 hereof) by reason of his
Corporate Status, whether or not he is acting or serving in any such
capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement. 10
Section 13(f) of the Agreement defines “Proceeding” as:
any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Company or otherwise and
whether civil, criminal, administrative or investigative, in which
Indemnitee was, is or will be involved as a party or otherwise, by reason
of his or her Corporate Status, by reason of any action taken by him or
of any inaction on his part while acting in his or her Corporate Status;
in each case whether or not he is acting or serving in any such capacity
at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement; including one
pending on or before the date of this Agreement, but excluding one
initiated by an Indemnitee pursuant to Section 7 of this Agreement to
enforce his rights under this Agreement. 11
9
Id. § 5.
10
Id. § 10.
11
Id. § 13(f).
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 5 of 20
On July 17, 2023, while Kuruvilla was CEO of Bolt, Activant Venture
Advisors, a Bolt investor sued Bolt’s founder and directors, including Kuruvilla, in
the Delaware Court of Chancery, alleging various claims on behalf of Bolt (the
“Activant Action”).12 Bolt advanced Kuruvilla’s fees for the Activant Action
pursuant to the Agreement. 13
While the Activant Action was pending, Bolt ended Kuruvilla’s employment
in March 2024.14 On May 28, 2024, Kuruvilla executed a Release of Claims (the
“Release”) concerning Kuruvilla’s separation from Bolt. 15 The Release provided
Kuruvilla a salary of $1 million, paid his health insurance coverage, and granted him
the acceleration of 153,583 shares of unvested stock and 2,246,781 additional
restricted stock units. 16 In exchange, Kuruvilla agreed to a broad, general release
and waiver of claims against Bolt and a covenant not to sue Bolt with respect to any
such released claims.17 At the time the parties executed the Release, the Activant
12
D.I. 9 ¶ 17; see Activant Ventures Advisors II, LLC v. Breslow, No. 2023-0721-NAC, 2024 WL 5155787 (Del.Ch. Dec. 16, 2024).
13
D.I. 1 ¶21.
14
D.I. 9 ¶ 18.
15
Id. ¶ 19.
16
D.I. 1, Ex. B § 3.
17
Id. §§ 6(a), 8.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 6 of 20
Action remained pending against Kuruvilla. The Release contains an integration
clause entitled “Complete and Voluntary Agreement.”18
Section 6(c) of the Release states:
You and the Company do not intend to release (i) claims that you
may not release as a matter of law, including but not limited to claims
for indemnity under California Labor Code Section 2802, (ii) any
claims for enforcement of this Agreement, or (iii) claims related to
rights to indemnification or insurance you have pursuant to contractual
arrangements with the Company or its parent, corporate documents of
the Company or its parent. 19
Bolt continued to advance Kuruvilla’s expenses in the Activant Action after
the parties executed the Release. 20 On December 16, 2024, the Court of Chancery
dismissed the claims against Plaintiff with prejudice in the Activant Action. 21 The
Court retained jurisdiction to consider a request for attorneys’ fees from Bolt only,
not from Kuruvilla or the other former defendants. 22 After his dismissal, Kuruvilla
continued to have his counsel monitor filings and hearings in the Activant Action,
18
Id. § 15.
19
Id. § 6(c).
20
D.I. 11 at 18; D.I. 13 at 20.
D.I. 13 at 5; Activant Ventures Advisors II, LLC v. Breslow, No. 2023-0721-NAC, 2024 21
WL 5155787 (Del.Ch. Dec. 16, 2024).
22
D.I. 13 at 5.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 7 of 20
and his counsel was served with a copy of document requests directed to another
party. 23
Approximately three months after Kuruvilla’s dismissal from the Activant
Action, on March 29, 2025, Bolt sent a letter to Kuruvilla about potential litigation
Bolt was considering filing against him for alleged misconduct and breach of
fiduciary and confidentiality obligations while he was CEO.24 Bolt sent Kuruvilla a
draft complaint concerning these allegations on January 13, 2026, and filed a
complaint against Kuruvilla in California Superior Court on January 27, 2026 (the
“California Action”). 25 As required by the Agreement, Kuruvilla sent Bolt an
advancement demand for fees and expenses incurred in connection with the
California Action on January 22, 2026, a related invoice on January 26, 2026, and a
repayment undertaking on January 29, 2026. 26 Bolt refused Kuruvilla’s demand on
March 6, 2026.27
23
D.I. 16 at 17; D.I. 18 at 16.
24
D.I. 9 ¶ 23; D.I. 13 at 6, 23.
25
D.I. 9 ¶¶ 23, 24; D.I. 13 at 6, 23.
26
D.I. 1, Exs. C–E; D.I. 9 ¶¶ 27, 28; D.I. 13 at 6.
27
D.I. 1, Ex. F; D.I. 9 ¶¶ 27, 28; D.I. 13 at 6.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 8 of 20
On March 31, 2026, Kuruvilla filed a verified Complaint in this action,
demanding advancement of fees and expenses related to the California Action. 28 On
April 27, 2026, Bolt filed an answer to the Complaint.29 The parties thereafter filed
cross-motions for summary judgment.30 On July 9, 2026, the Court held an oral
argument on the cross-motions for summary judgment and took this matter under
advisement. 31
II. ANALYSIS
A. Standard of Review
Summary judgment is appropriate when there is no genuine dispute of
material fact and the moving party is entitled to judgment as a matter of law.32
Ordinarily, the Court views the record in the light most favorable to the nonmoving
party. 33 But when the parties file cross-motions for summary judgment and neither
identifies a material factual dispute, Court of Chancery Rule 56(h) permits the Court
28
D.I. 1; D.I. 13 at 6.
29
D.I. 9.
30
D.I. 11; D.I. 13.
31
D.I. 21.
32
Am. Legacy Found. v. Lorillard Tobacco Co., 886 A.2d 1, 18 (Del. Ch. 2005), aff’d, 903 A.2d 728 (Del. 2006) (footnotes omitted).
33
Id.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 9 of 20
to treat the motions as a stipulation for decision on the existing record. 34 In that
circumstance, the Court decides the merits based on the record presented without
drawing the usual inferences in favor of either party. 35
B. The Release preserved Kuruvilla’s advancement rights.
The Release states that “[Kuruvilla] and [Bolt] do not intend to release . . .
claims related to rights to indemnification or insurance [Kuruvilla] ha[s] pursuant to
contractual arrangements with [Bolt].” 36 Bolt claims that “[Kuruvilla’s] right to
advancement was released,” while Kuruvilla claims that his right to advancement
was not released.37
This Court has interpreted “related” according to its Black’s Law Dictionary
definition: “[c]onnected in some way.” 38 In this matter, although advancement and
indemnification are distinct contractual rights under the Agreement, the Agreement
treats advancement as a payment mechanism tied to indemnification. 39 A claim for
34
Id.
35
Id.
36
D.I. 1, Ex. B § 6(c).
37
D.I. 18 at 4; D.I. 16 at 3.
38
ITG Brands, LLC v. Reynolds Am., Inc., 2023 WL 6383240, at *9 (Del. Ch. Oct. 2, 2023), judgment entered, (Del. Ch. 2025), and aff’d, 351 A.3d 519 (Del. 2025) (quoting Related, Black’s Law Dictionary (11th ed. 2019)).
39
See generally, D.I. 1, Ex. A §5 (advancement obligations outlined in the indemnification agreement); D.I. 1 Ex. A § 7(d)–(e) (additional advancement obligations in the Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 10 of 20
advancement is therefore connected to indemnification, and is a “claim [] related to
rights of indemnification” within the meaning of the Release.40
Bolt resists this conclusion by attempting to distinguish between “claims
related to rights to indemnification” and “rights related to indemnification,” arguing
that because the Release does not expressly cover “rights related to indemnification,”
claims for advancement fall outside it.41 That distinction does not follow from the
language the parties chose. Section 6(c) does not merely preserve a right to
indemnification; it preserves claims “related to” rights to indemnification. The
relevant question is therefore whether a claim seeking advancement is related to
indemnification—not whether the two rights are identical. The Release does not
release Kuruvilla’s claim for advancement because a claim for advancement is a
“claim[] related to rights to indemnification,” within the meaning of Section 6(c).42
indemnification agreement). D.I. 1 Ex. B § 6(c) (Release); § 1–4 (indemnification obligations), 5 (advancement obligations); Kaung v. Cole Nat. Corp., 884 A.2d 500, 509 (Del. 2005) (quoting Weinstock v. Lazard Debt Recovery GP, LLC, WL 21843254, at *4 (Del. Ch. Aug. 8, 2003)).
40
D.I. 1, Ex. B § 6(c); Related, Black’s Law Dictionary (12th ed. 2024); Kaung, 884 A.2d 500, 509.
41
D.I. 13 at 13; D.I. 1, Ex. B § 6(c).
42
D.I. 1, Ex. B § 6(c).
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 11 of 20
C. Advancement and indemnification are separate but related
contractual rights.
Bolt argues that the parties, represented by “experienced outside counsel”
would have expressly referenced advancement in the Release had they intended to
preserve advancement claims, and that the absence of such a reference is
dispositive.43 That argument, however, assumes the Release needed to specifically
say “advancement” to cover it, but the term “indemnification” has been interpreted,
in its broad sense, to include advancement. 44 That means no express reference to
advancement is necessary if that broad interpretation was used here, which it was.
While the Agreement uses indemnification in its narrow sense in certain places, its
title and opening paragraphs use the term broadly, as do Bolt’s Amended and
43
D.I. 13 at 11–13; Active Asset Recovery, Inc. v. Real Est. Asset Recovery Servs., Inc., 1999 WL 743479, at *11 (Del. Ch. Sept. 10, 1999).
44
GreenMarbles, LLC v. Cushing, 2025 WL 2081565, at *3 n.18 (Del. Ch. July 24, 2025); see, e.g., Davis v. EMSI Holding Co., 2017 WL 1732386, at *6 (Del. Ch. May 3, 2017) (holding that advancement was implicitly included in indemnification); Sodano v. Am. Stock Exch. LLC, 2008 WL 2738583, at *11 (Del. Ch. July 15, 2008), aff’d sub nom. Am. Stock Exch. LLC v. Fin. Indus. Regul. Auth., Inc., 970 A.2d 256 (Del. 2009) (holding that advancement was implicitly included in indemnification).
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 12 of 20
Restated Bylaws. 45 On that usage, the absence of an express reference to
advancement is not “dispositive” of anything, contrary to Bolt’s position.46
Delaware law confirms the relationship this broad usage reflects. “[T]his
court [has] held that language stating that [indemnification] shall continue . . .
include[s] the right to advancement . . . .” 47 Additionally, advancement has been
described as “a subsidiary concept within the broader topic of indemnification,” even
though “advancement and indemnification are not synonymous.” 48 The Delaware
Supreme Court has likewise recognized that “the right to advancement ‘is a
subsidiary element of the right to ultimate indemnification.’”49 These authorities do
not collapse the two concepts into one. Rather, they establish that advancement is
not an independent contractual right divorced from indemnification. Advancement
exists to aid the ultimate right to indemnification by requiring a company to pay
45
D.I. 1, Ex. A at 1 (“[H]ighly competent persons have become more reluctant to serve corporations . . . unless they are provided with adequate protection through insurance or adequate indemnification . . . . The Bylaws and Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive . . . .”).
46
See D.I. 13 at 13, 15.
47
Sodano, 2008 WL 2738583, at *11.
48
Majkowski v. Am. Imaging Mgmt. Servs., LLC, 913 A.2d 572, 589 (Del. Ch. 2006). 49
Kaung, 884 A.2d at 509.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 13 of 20
litigation expenses as they are incurred, subject to repayment if indemnification is
unavailable.
That relationship is what matters under the language the parties actually
selected. Had Section 6(c) preserved only claims “for indemnification,” Bolt’s
distinction between the two rights might carry greater force. But the parties instead
preserved claims “related to rights to indemnification,” language that reaches
beyond claims seeking ultimate indemnification itself and, given the legal and
functional connection between the two rights, naturally encompasses claims seeking
advancement.
For that reason, Bolt’s interpretation is difficult to reconcile with both the
contractual language and Delaware law. Had the parties intended to extinguish
advancement claims notwithstanding that broader language, they could have done
so expressly. They did not. Instead, they chose broader language preserving claims
related to indemnification.
D. Kuruvilla’s advancement rights did not expire.
Section 10 of the Agreement provides advancement rights “shall continue . . .
so long as [Kuruvilla] shall be subject to any [Bolt-related] Proceeding.” 50 Section
50
D.I. 1, Ex. A § 10.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 14 of 20
13(f) defines Proceeding to include “threatened, pending or completed” matters in
which Kuruvilla “was, is or will be involved” by reason of his Corporate Status.51
Bolt argues that the Agreement’s failure to specify advancement rights for
“future Proceeding[s]” means the Agreement does not preserve Kuruvilla’s
advancement rights. 52 This argument fails for two reasons. First, Section 13(f)
contemplates forward-looking proceedings by including that a Proceeding includes
matters an indemnitee “will be involved” in. 53 Second, even if the Agreement does
not specifically use the term “future Proceeding[s],” this Court held in Charney v.
American Apparel, Inc. that “subject to any [Proceeding]” means “exposed to being
sued” in a “Proceeding.” 54 The Court reasoned that, because the statute of
limitations for breach of fiduciary duty claims was three years, and the potentially
advanceable proceeding was initiated within three years of Charney ceasing to be an
officer, “he was exposed to being sued” during that three-year period and thus was
still “subject to [a] Claim.”55
51
D.I. 1, Ex. A § 10, 13(f).
52
D.I. 13 at 21–22.
53
D.I. 1, Ex. A § 13(f).
D.I. 13 at 21–22 (quoting OrbiMed Advisors LLC v. Symbiomix Therapeutics, LLC, 2024 54
WL 747567, at *5–6 (Del. Ch. Feb. 23, 2024)); see Charney v. Am. Apparel, Inc., 2015 WL 5313769, at *9–10 (Del. Ch. Sept. 11, 2015); see also D.I. 1, Ex. A § 10.
55
Charney, 2015 WL 5313769, at *9–11.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 15 of 20
Similar to Charney, the language in the Agreement here also allows
advancement when one is “subject to any Proceeding.”56 Section 13(f) broadly
encompasses “threatened, pending or completed” proceedings in which Kuruvilla
“was, is or will be involved” by reason of his Corporate Status. By using “any
Proceeding” and not “the Proceeding,” the parties contemplated that the Agreement
would operate with respect to proceedings extending beyond those actually pending
when Kuruvilla was terminated from Bolt. Reading Section 10 to terminate all rights
once a particular pending proceeding ended would contradict that forward-looking
language. Nothing in that language ties the Agreement’s duration to a single
identified proceeding. Applying the rationale from Charney here, Kuruvilla’s
advancement rights have not expired and will continue for as long as Kuruvilla is
exposed to being sued ‘by reason of’ his former status as an officer of Bolt.
Kuruvilla has been “[‘exposed to being sued’ in a Bolt-related] Proceeding”
since he left Bolt, so his advancement rights have not expired.57 Thus, the
Agreement’s advancement provisions cover Bolt’s threatening and filing of the
California Action, and Kuruvilla is entitled to advancement for the California Action.
No mention of “future Proceeding[s]” is necessary to extend Kuruvilla’s
56
Id. at *9–10.
57
Id. at *9–10; D.I. 1, Ex. A § 10.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 16 of 20
advancement rights to “future Proceeding[s]” because “future Proceeding[s]” are
implicitly included within the meaning of the phrase “subject to any Proceeding.” 58
The parties spent time arguing whether Kuruvilla remained “subject to” the
Activant Action after his dismissal with prejudice, with Kuruvilla arguing he was
still “involved as a party or otherwise” and Bolt arguing that once Kuruvilla was
dismissed with prejudice, he was no longer subject to a Proceeding, ceasing Bolt’s
advancement obligations. 59 However, because Bolt threatened and subsequently
filed the California Action, Plaintiff was ‘subject to’ a Proceeding under Sections 10
and 13(f). The Court therefore need not resolve whether Kuruvilla’s post-dismissal
monitoring of the Activant Action independently maintained ‘subject to’ status.
E. Entire fairness and validity defenses are not appropriate at this
stage.
Despite Bolt’s assertion, the outcome of this case does not depend on whether
the Agreement or Release are entirely fair. The question presented here is narrower:
whether, under the operative agreements, Kuruvilla is presently entitled to
advancement. Bolt remains free to pursue any plenary challenge to the validity or
fairness of the Agreement, but that challenge does not prevent the Court from
58
D.I. 13 at 21–22; D.I. 1, Ex. A § 10.
59
D.I. 1, Ex. A §§ 10, 13(f); D.I. 13 at 21; D.I. 16 at 17.
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 17 of 20
deciding Kuruvilla’s contractual entitlement to advancement in this proceeding.
Bolt claims that “the parties must proceed with limited discovery and a trial on the
entire fairness of the Indemnification Agreement” before deciding whether Kuruvilla
has advancement rights, while Kuruvilla claims that his advancement rights should
be decided now on summary judgment.60
Kuruvilla’s advancement rights should be decided on summary judgment
because Delaware law states that advancement proceedings are summary in nature,
and “the scope of an advancement proceeding . . . is limited to determining ‘the issue
of entitlement according to [Bolt’s] advancement provisions.’” 61 That limited
inquiry reflects the distinct purpose of advancement: determining who bears
litigation expenses while the underlying dispute remains unresolved, rather than
adjudicating the merits of that dispute. For purposes of this summary proceeding,
the Court assesses entitlement under the Agreement and Release as written. 62 Bolt’s
entire fairness/authorization arguments concern the validity of those instruments and
60
D.I. 18 at 23; D.I. 16 at 22–23.
61
Kaung, 884 A.2d at 509.
62
Homestore, Inc. v. Tafeen, 888 A.2d 204, 213–14 (Del. 2005) (footnotes omitted) (Advancement proceedings are “usually summary in nature and limited to determining the issue of entitlement in accordance with the corporation’s own uniquely crafted advancement provisions. . . . The limited and narrow focus of an advancement proceeding precludes litigation of the merits of entitlement to indemnification.”).
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 18 of 20
may be pursued plenarily, but they do not alter the contractual entitlement analysis
here. It would frustrate the very purpose of advancement if Kuruvilla had to litigate
underlying fiduciary duty, fairness, or similar claims as a condition to securing
entitlement to advancement in the first place.
Thus, Bolt’s allegations concerning Kuruvilla’s conduct may ultimately bear
on other claims or defenses, but they do not expand the scope of this advancement
proceeding.
F. Kuruvilla is entitled to fees-on-fees.
Kuruvilla seeks the fees and expenses he incurred in successfully enforcing
his advancement rights in this action. Delaware law permits recovery of such feeson-fees when an indemnitee successfully prosecutes a claim for advancement. “The
same policy considerations justifying allowance of fees-on-fees for indemnification
claims pursued by directors equally support an award of fees for the successful
prosecution of an advancement claim . . . .” 63 Without such an award, an indemnitee
who is forced to sue to obtain advancement would bear the cost of enforcing the very
right designed to relieve him of the financial burden of defending covered
proceedings.
63
Jackson Walker L.L.P. v. Spira Footwear, Inc., 2008 WL 2487256, at *8–9 (Del. Ch. June 23, 2008) (footnote omitted).
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 19 of 20
Kuruvilla has essentially achieved full success here. He sought a
determination that (1) the Release preserved his advancement rights; (2) the rights
remained in effect under the Indemnification Agreement; and (3) that Bolt must
advance the expenses associated with the California Action. The Court has ruled in
his favor on those issues and rejected Bolt’s arguments that the Release extinguished
advancement, that the advancement right expired, and that Bolt’s entire-fairness and
validity defenses must be resolved before advancement may be ordered.
Although the Court does not accept Kuruvilla’s alternative contention that he
remained “subject to” the Activant Action after his dismissal with prejudice, that
alternative theory does not diminish that he was essentially fully successful on the
relief sought in this action, entitling him to reasonable fees and expenses incurred in
prosecuting this advancement action.
III. CONCLUSION
For the reasons explained above, I GRANT Plaintiff’s motion for summary
judgment and DENY Defendant’s motion for summary judgment. The parties shall
meet and confer and submit a proposed order implementing this decision that
Maju Kuruvilla v. Bolt Financial, Inc.
C.A. No. 2026-0435-LM
August 12, 2026
Page 20 of 20
includes a plan for resolving fee disputes consistent with the procedures used in
Danenberg v. Fitracks. 64
This is a Final Report under Court of Chancery Rule 144. Any party who
wishes to file exceptions to this report must file their notice of exceptions within
three business days.
Respectfully submitted,
/s/ Loren Mitchell
Magistrate in Chancery
64
Danenberg v. Fitracks, Inc., 58 A.3d 991, 1003–04 (Del. Ch. 2012).