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2017 Maryland Code
Corporations and Associations
Title 2 - Corporations in General -- Formation, Organization, and Operation
Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares
§ 2-312. Liabilities of directors; contribution
Universal Citation: MD Corp & Assn Code § 2-312 (2017)
- (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.
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