§ 48-58-302 — Personal liability of director - Enforcement

(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. (c) A proceeding to enforce: (1) The liability of a director under subsection (a) is barred unless it is commenced within two (2) years after the liability of such director has been finally adjudicated; and (2) Contribution or recoupment under subsection (b) is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated. (d) Commencement of actions described in § 48-58-601 shall be governed by such section.

Legislative History

Amended by 2014 Tenn. Acts, ch. 899,s 39, eff. 1/1/2015. Acts 1987, ch. 242, § 8.31.