§ 2-312. Liabilities of directors; contribution

   (a) Liability for distributions. -- If it is established that the director's duties were not performed in compliance with § 2-405.1 of this title, a director who votes for or assents to a distribution made in violation of the charter or § 2-311 of this subtitle is personally liable to the corporation for the amount of the distribution that exceeds what could have been made without violating the charter or § 2-311 of this subtitle.

(b) Contribution. -- A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution:

   (1) From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and

   (2) From each stockholder for the amount the stockholder accepted knowing the distribution was made in violation of the charter or § 2-311 of this subtitle.

(c) Limitations of actions. --

   (1) A proceeding to enforce the liability of a director under subsection (a) of this section may not begin more than 3 years after the date on which the effect of the distribution was measured under § 2-311(c) or (e) of this subtitle.

   (2) A proceeding to enforce contribution under subsection (b) of this section may not begin more than 1 year after the liability of the director claiming contribution has been finally adjudicated under subsection (a) of this section.

(d) Liabilities additional. -- The liabilities imposed by this section are in addition to any other liability imposed by law on the directors of a corporation.

HISTORY: 1988, ch. 280, § 1; ch. 281, § 1; 1992, ch. 621; 1993, ch. 5, § 1.