Louisiana § 12:1-833 Directors' liability for unlawful distributions

Louisiana Statutes

§ 12:1-833 — Directors' liability for unlawful distributions

Louisiana·Title 12 Conservation of Cultural Resources

§1-833. 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 R.S. 12:1-640(A) or 1-1409(A) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating R.S. 12:1-640(A) or 1-1409(A) if the party asserting liability establishes that when taking the action the director did not comply with R.S. 12:1-830. B. A director held liable under Subsection A of this Section for an unlawful distribution is entitled to both of the following:

(1)Contribution from every other director who could be held liable under Subsection A of this Section for the unlawful distribution.

(2)Indemnity from each shareholder, for the pro

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§1-833. 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 R.S. 12:1-640(A) or 1-1409(A) is personally liable to the
corporation for the amount of the distribution that exceeds what could have been distributed
without violating R.S. 12:1-640(A) or 1-1409(A) if the party asserting liability establishes
that when taking the action the director did not comply with R.S. 12:1-830.
B. A director held liable under Subsection A of this Section for an unlawful
distribution is entitled to both of the following:
(1) Contribution from every other director who could be held liable under Subsection
A of this Section for the unlawful distribution.
(2) Indemnity from each shareholder, for the pro-rata portion of the amount of the
unlawful distribution the shareholder received.
C.(1) A proceeding to enforce the liability of a director under Subsection A of this
Section is barred unless it is commenced within two years after the relevant one of the
following dates:
(a) The date on which the effect of the distribution was measured under
R.S.12:1-640(E) or (G).
(b) The date as of which the violation of R.S. 12:1-640(A) occurred as the
consequence of disregard of a restriction in the articles of incorporation.
(c) The date on which the distribution of assets to shareholders under R.S.
12:1-1409(A) was made.
(2) A proceeding to enforce contribution or indemnity under Subsection B of this
Section is barred unless it is commenced within one year after the liability of the claimant
has been finally adjudicated under Subsection A of this Section.
D. The time limits provided in Subsection C of this Section are peremptive.

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