Sec. 4. (a) Subject to section 1(e) of this chapter, a director who votes for or assents to a distribution made in violation of this article or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this article or the articles of incorporation.
(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:
(1) from every other director who voted for or assented to the distribution, subject to section 1(e) of this chapter; and
(2) from each shareholder for the amount the shareholder accepted.
As added by P.L.149-1986, SEC.19. Amended by P.L.107-1987, SEC.13.
Structure Indiana Code
Title 23. Business and Other Associations
Article 1. Indiana Business Corporation Law
Chapter 35. Standards of Conduct for Directors
23-1-35-1. Standards of Conduct; Liability; Reaffirmation of Corporate Governance Rules; Presumption
23-1-35-2. Conflict of Interest Transaction
23-1-35-3. Loan or Guarantee to Director
23-1-35-4. Unlawful Distribution; Liability; Contribution
23-1-35-5. Directors and Business Opportunities; Conflicts of Interest