LD 1474
pg. 3
Page 2 of 5 An Act To Require That Corporations Be Operated in a Manner That Does Not Adver... Page 4 of 5
Download Bill Text
LR 222
Item 1

 
for the fiscal year immediately preceding the filing of the
complaint were more than $15 million.

 
5.__Exemption.__A director is not liable under subsection 1 if
that director sustains the burden of proof that:

 
A.__The damage complained of was the direct result of an
action approved by the corporation's board of directors but
against which the director had voted; or

 
B.__The damage complained of was the direct result of an
action that was approved by the corporation prior to that
director's becoming a member of the board.

 
6.__Contribution.__Any director against whom a claim is
asserted under subsection 1 and who is held liable thereon is
entitled to contributions from each of the other directors who
are likewise liable or any other director who, if sued
separately, would have been liable to make the same payment.

 
7.__Limitation of actions.__An action may not be maintained to
enforce any liability under subsection 1 unless the action is
brought by the later of:

 
A.__Two years after the discovery of the damage caused; and

 
B.__Six years after the cause of action against the
corporation accrued.

 
8.__Liability of controlling persons.__A person who, by or
through stock ownership, agency or otherwise, or who, pursuant to
or in connection with an agreement or understanding with one or
more other persons by or through stock ownership, agency or
otherwise, controls any person liable under subsection 1, is also
jointly and severally liable to the same extent as that
controlled person to any person to whom the controlled person is
liable, unless the controlling person had no knowledge of or
reasonable grounds to believe in the existence of the facts by
reason of which the liability of the controlled person is alleged
to exist. For purposes of this subsection, "control" means the
possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract or
otherwise.

 
9.__Affirmative defense.__It is an affirmative defense to any
proceeding under this section that within 180 days after the
service of the summons and complaint upon the defendant
corporation, the defendant corporation remedied the allegations
contained in the complaint.


Page 2 of 5 Top of Page Page 4 of 5