WILLIAM DONALD SCHAEFER, Governor Ch. 281

corporation to its stockholders contrary to the provisions of
this article is liable to the corporation, jointly and severally
with all other directors so voting or assenting, for the amount
by which the dividend paid or the value of the assets distributed
exceeds the amount which could have been paid or distributed
without a violation of the provisions of this article.

(c)  A director who votes for or assents to any distribution
of assets of a corporation to its stockholders during the
liquidation of the corporation without the payment and discharge
of or making adequate provision for all known debts, obligations,
and liabilities of the corporation is liable to the corporation,
jointly and severally with all other directors so voting or
assenting, for the amount of the distribution, to the extent that
those debts, obligations, and liabilities of the corporation are
not subsequently paid or discharged.

(d)  A director who votes for or assents to the purchase or
redemption of the corporation's own stock contrary to the
provisions of this article is liable to the corporation, jointly
and severally with all other directors so voting or assenting,
for the amount by which the consideration paid for the shares
exceeds the amount which could have been paid without a violation
of the provisions of this article.

(e)  (1) All directors who are liable on a claim asserted
under subsections (b), (c), or (d) of this section are:

(i) Jointly and severally liable to the
corporation or, in the event that the corporation is insolvent,
its receiver or other person winding up its affairs; and

(ii) Entitled to contribution from those other
directors who are also liable.

(2) A director who is held liable on a claim asserted
under subsections (b), (c), or (d) of this section is entitled to
contribution from the stockholders who, knowing that the dividend
or distribution was made in violation of this article, accepted
or received the dividend or assets. The contribution of the
stockholders shall be in proportion to the amounts received by
them.

(f)  A director is not liable under this section if he
complies with the standard provided in § 2-405.1 of this title
for the performance of duties of directors.]

[2-316.

(a) 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

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