13.1-692.1 - Limitation on liability of officers and directors; exception. - Virginia Statutes

§ 13.1-692.1. Limitation on liability of officers and directors; exception.

A. In any proceeding brought by or in the right of a corporation or broughtby or on behalf of shareholders of the corporation, the damages assessedagainst an officer or director arising out of a single transaction,occurrence or course of conduct shall not exceed the lesser of:

1. The monetary amount, including the elimination of liability, specified inthe articles of incorporation or, if approved by the shareholders, in thebylaws as a limitation on or elimination of the liability of the officer ordirector; or

2. The greater of (i) $100,000 or (ii) the amount of cash compensationreceived by the officer or director from the corporation during the twelvemonths immediately preceding the act or omission for which liability wasimposed.

B. The liability of an officer or director shall not be limited as providedin this section if the officer or director engaged in willful misconduct or aknowing violation of the criminal law or of any federal or state securitieslaw, including, without limitation, any claim of unlawful insider trading ormanipulation of the market for any security.

C. No limitation on or elimination of liability adopted pursuant to thissection may be affected by any amendment of the articles of incorporation orbylaws with respect to any act or omission occurring before such amendment.

(1987, cc. 59, 257; 1988, c. 561.)