Alabama § 10A-2A-6.22 - Liability of Stockholders.

§ 10A-2A-6.22. Liability of Stockholders.

(a) A purchaser from a corporation of the corporation’s own stock is not liable to the corporation or its creditors with respect to the stock except to pay the consideration for which the stock was authorized to be issued or specified in the subscription agreement.

(b) A stockholder is not personally liable for any liabilities of the corporation (including liabilities arising from acts of the corporation) except to the extent provided in a provision of the certificate of incorporation permitted by Section 10A-2A-2.02.

(c) Except for controlling stockholders and control groups in a controlling stockholder transaction (as defined in Section 10A-2A-8.60), a stockholder, regardless of the stockholder’s relative beneficial ownership of shares or relative voting power, may, and shall be entitled to, exercise or withhold the voting power of such shares in the stockholder’s personal interest and without regard to any other person or interest.

(d) Except as set forth in subsection (e), a stockholder, in that person’s capacity as a stockholder and regardless of the stockholder’s relative beneficial ownership of shares or relative voting power, shall not have any duty to the corporation or any other stockholder.

(e) A controlling stockholder or a stockholder that is a member of a control group of a corporation, in such person’s capacity as a stockholder, has the duty to refrain from exerting undue influence over any director or officer of the corporation with the purpose and proximate effect of inducing a breach of fiduciary duty by a director or officer (i) for which breach the director or officer is liable pursuant to Section 10A-2A-8.31 and (ii) which breach directly relates to the negotiation, authorization, or approval by the board of directors, or a committee thereof, of a controlling stockholder transaction. The exercise or withholding of voting power by a controlling stockholder or a control group, or the indication or implication by a controlling stockholder or control group as to whether or to what extent voting power may be exercised or withheld, does not, by itself, constitute or indicate a breach of the duty imposed on the controlling stockholder or control group by this subsection.

(f) A controlling stockholder and a control group are presumed to have not breached the duty imposed by subsection (e) with respect to a controlling stockholder transaction if the controlling stockholder transaction has been authorized or approved in accordance with Section 10A-2A-8.60.

(g) A stockholder of a corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in such person’s capacity as a stockholder under subsection (e) unless (i) the stockholder is a controlling stockholder or a member of a control group, (ii) the presumption established by subsection (f) has been rebutted, and (iii) it is proven that the stockholder’s act or failure to act constituted a breach of the stockholder’s duty imposed by subsection (e).