355.426. Liability for unlawful distribution. - Missouri Statutes

Liability for unlawful distribution.

355.426. 1. Except in reliance on information described insubsection 3 of this section, a director who votes for or assentsto a distribution made in violation of this chapter is personallyliable to the corporation for the amount of the distribution thatexceeds what could have been distributed without violating thischapter.

2. A director held liable for an unlawful distributionunder subsection 1 of this section is entitled to contribution:

(1) From every other director who voted for or assented tothe distribution without relying on the information described insubsection 3 of this section; and

(2) From each person who received an unlawful distributionfor the amount of the distribution whether or not the personreceiving the distribution knew it was made in violation of thischapter.

3. In discharging his duties a director is entitled to relyon information, opinions, reports, or statements, includingfinancial statements and other financial data, if prepared orpresented by:

(1) One or more officers or employees of the corporationwhom the director reasonably believes to be reliable andcompetent in the matters presented;

(2) Legal counsel, certified public accountants or otherpersons as to matters the director reasonably believes are withinthe persons' professional or expert competence;

(3) A committee of the board of which the director is not amember, as to matters within its jurisdiction, if the directorreasonably believes the committee merits confidence; or

(4) In the case of a public benefit corporation which is achurch or convention or association of churches, religiousauthorities and ministers, priests, rabbis, or other personswhose positions or duties in the religious organization thedirector believes justify reliance and confidence and whom thedirector believes to be reliable and competent in the matterspresented.

4. A director is not acting in good faith if the directorhas knowledge concerning the matter in question that makesreliance otherwise permitted by subsection 3 of this sectionunwarranted.

(L. 1994 H.B. 1095)

Effective 7-1-95