3602

(a) Whenever, intentionally or by negligence, the provisions of §§ 3594 and 3598 of this title are violated, the directors under whose administration the violation was committed shall, within six (6) years after the payment of the unlawful dividend, be jointly liable to the corporation and to the creditors of the corporation in case of dissolution or insolvency, for the full amount of the unlawfully paid dividend or for the amount unlawfully paid in the purchase or redemption of the stock of the corporation, plus the interest accrued by said amount from the time such liability arose. Any director absent when the same was incurred, or who had dissented from the act or resolution by which such liability was incurred, shall be acquitted from such liability if he/she states his/her opposition at the time it occurred or immediately thereafter in the minutes corresponding to the sessions of the directors whereat such act took place.\n(b) Any director against whom liability is imposed in accordance with this section shall be entitled to receive a contribution from the other directors who may have voted in favor of the unlawful dividend, stock purchase or redemption or concurred in the

ccordance with this section shall be entitled to receive a contribution from the other directors who may have voted in favor of the unlawful dividend, stock purchase or redemption or concurred in the approval thereof.\n(c) All directors against whom liability is imposed in accordance with this section shall, to the extent of the amount paid by him/her as the result of such claim, be entitled to subrogate to the rights of the corporation against the stockholders who received the dividends paid on the stock, the proceeds of the sale or the redemption of his/her stock with knowledge of the facts stating that such dividend, sale or redemption was illegal, pursuant to the provisions of this subtitle, in proportion to the amounts received by each one of such stockholders, respectively.\nHistory —Dec. 16, 2009, No. 164, § 5.22.