- Within 6 years of any willful or negligent violation of § 160 (illegal share purchase or redemption) or 173 (illegal dividend), the directors under whose administration the same may happen shall be jointly and severally liable to the corporation, and to its creditors in the event of its dissolution or insolvency, to the full amount unlawfully paid, with interest.Any director absent or dissenting from the act or resolution by which the same was done, may avoid liability by causing her dissent to be entered on the books containing the minutes of the proceedings of the directors at the time the same was done, or immediately after such director has notice of the same.
(b./c.) Any director against whom a claim is successfully asserted under this section shall be entitled …
- … to contribution from the other directors who voted for or concurred in the unlawful dividend, stock purchase or stock redemption; and
- … to be subrogated to the rights of the corporation against stockholders who received the dividends etc. with knowledge of facts indicating that such payment was unlawful under this chapter, in proportion to the amounts received by such stockholders respectively.