Code of Alabama |
Match Context and Document information |
URL: | http://alisondb.legislature.state.al.us/alison/CodeOfAlabama /1975/10A-2A-8.32.htm |
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Depth: | 0 singles |
Size: | 2,076 bytes |
Modified: | 2019-12-10 09:07:16 |
Categories: | -None- |
Title: | 10A-2A-8.32 |
Description: | -None- |
Keywords: | -None- |
Meta data: | -None- |
Body: | Section 10A-2A-8.32 Directors' liability for unlawful distributions. (a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) if the party asserting liability establishes that when taking the action the director did not comply with Section 10A-2A-8.30. (b) A director held liable under subsection (a) for an unlawful distribution is entitled to: (1) contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and (2) recoupment from each stockholder of the pro-rata portion of the amount of the unlawful distribution the stockholder accepted, knowing the distribution was made in violation of Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a). (c) A proceeding to enforce: (1) the liability of a director under subsection (a) is barred unless it is commenced within two years after the date (i) on which the effect of the distribution was measured under Section 10A-2A-6.40(e) or (g), (ii) as of which the violation of Section 10A-2A-6.40(a) occurred as the consequence of disregard of a restriction in the certificate of incorporation, or (iii) on which the distribution of assets to stockholders under Section 10A-2A-14.08(a) was made; or (2) contribution or recoupment under subsection (b) is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a). (Act 2019-94, ยง1.) |