2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 58 - Directors and Officers
Part 3 - Standards of Conduct
48-58-304 - Liability for unlawful distributions.

48-58-304. Liability for unlawful distributions.

(a)  Unless the director complies with the applicable standards of conduct described in § 48-58-301, a director who votes for or assents to a distribution made in violation of chapters 51-68 of this title or the charter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating chapters 51-68 of this title or the charter.

(b)  A director held liable for an unlawful distribution under subsection (a) is entitled to contribution from:

     (1)  Every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in § 48-58-301; and

     (2)  Each person who received an unlawful distribution for the amount of the distribution, whether or not the person receiving the distribution knew it was made in violation of chapters 51-68 of this title or the charter.

[Acts 1987, ch. 242, § 8.33.]  

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