MARVIN MANDEL, Governor

1563

A DIRECTOR IS NOT LIABLE UNDER THIS SECTION IF HE
RELIED AND ACTED IN GOOD FAITH ON A BALANCE SHEET AND
PROFIT AND LOSS STATEMENT OF THE CORPORATION WHICH IS:

(1)    REPRESENTED TO BE CORRECT BY THE OFFICER
OF THE CORPORATION WHO HAS CHARGE OF ITS BOOKS OF
ACCOUNT OR BY THE PRESIDENT; OR

(2)     CERTIFIED AS REFLECTING FAIRLY THE
FINANCIAL POSITION OF THE CORPORATION BY AN INDEPENDENT
OR CERTIFIED PUBLIC ACCOUNTANT.

REVISOR'S NOTE: Subsections (a) through (d) of this
section presently appear as Art. 23, §62 (a) (1)
through (3).

Subsection (e) of this section presently
appears as Art. 23, §62(c).

The balance of present §62, which relates to
the joint and severable liability of
directors, appears in Subtitle 4 of this
title.

In subsection (e) of this section, the
certification of the accountant is changed to
require reflection of "financial position"
rather than "financial condition." This
conforms with present practices.

The only other changes are in style.

2-316. LIABILITIES OF STOCKHOLDER.

(A)   LIABILITY FOR DIVIDEND.

ANY STOCKHOLDER WHO RECEIVES A DIVIDEND WHICH WAS
DECLARED OR PAID WHEN THE CORPORATION WAS INSOLVENT OR
WHO RECEIVES A DIVIDEND THE PAYMENT OF WHICH RENDERS
THE CORPORATION INSOLVENT IS LIABLE TO THE CORPORATION,
ITS RECEIVER, OR OTHER PERSON WINDING UP ITS AFFAIRS TO
THE EXTENT THAT THE DIVIDEND RECEIVED BY HIM EXCEEDED THE
AMOUNT WHICH PROPERLY COULD HAVE BEEN PAID UNDER THIS
ARTICLE.

(B)  LIABILITY OF STOCKHOLDER IF SUBTITLE VIOLATED.

[[A]] ANY STOCKHOLDER WHOSE STOCK IS ACQUIRED BY THE
CORPORATION IN A MANNER NOT PERMITTED BY THIS SUBTITLE IS
LIABLE TO THE CORPORATION, ITS RECEIVER, OR THE PERSON
WINDING UP ITS AFFAIRS TO THE EXTENT THAT THE
CONSIDERATION PAID WAS IN VIOLATION OF THIS SUBTITLE.

(C)   LIABILITY FOR DISTRIBUTION.