Business Structures 

Nebraska Statutes > Chapter 21 > § 21-2096 - Director; liability for unlawful distributions

(1) A director who votes for or assents to a distribution made in violation of section 21-2050 or the articles of incorporation shall be personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 21-2050 or the articles of incorporation if it is established that he or she did not perform his or her duties in compliance with section 21-2095. In any proceeding commenced under this section, a director shall have all of the defenses ordinarily available to a director.

(2) A director held liable under subsection (1) of this section for an unlawful distribution shall be entitled to contribution:

(a) From every other director who could be liable under subsection (1) of this section for the unlawful distribution; and

(b) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 21-2050 or the articles of incorporation.

(3) A proceeding under this section shall be barred unless it is commenced within two years after the date on which the effect of the distribution was measured under subsection (5) or (7) of section 21-2050.

Laws 1995, LB 109, § 96.

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