>Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) . . . may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

You'll notice that, unlike the article above (and a few other sources), there is nothing here about 'other employees' or agents of the company or whatever else. It is strictly officers and directors.

But, I'm surprised it's ambiguous that he's an officer. I don't work for Goldman, but I do work for a similarly large corporation in the same industry, and I can tell you there is no question that I'm an officer, at least according to the company bylaws, where I have to follow even the rules laid out specifically for officers. I assume it was the same for him, since he's in a similar position to myself (actually, a bit higher up, even).

Perhaps the bylaws at Goldman are just weirdly ambiguous and open to interpretation. Knowing what I know of management culture at Goldman Sachs, it would not surprise me in the slightest to learn they chose to keep them this way. However, if they are wording their bylaws in such a way, I see no reason for the court to give them the benefit of doubt in determining whether he's an officer.

I mean, taken at face value, all you're saying is that a company never has to follow this law, since they can always claim someone isn't an officer or director.