Guam § 28818 - Directors’ Liability for Unlawful Distributions.

§ 28818. Directors’ Liability for Unlawful Distributions.

(a) A director who votes for or assents to a distribution in excess of

what may be authorized and made pursuant to §§ 28616 (a) or 281409 (a) is

personally liable to the corporation for the amount of the distribution that

exceeds what could have been distributed without violating §§ 28616 or

281409 (a) if the party asserting liability establishes that when taking the

action the director did not comply with § 28816.

(b) A director held liable under subsection (a) for an unlawful

distribution is entitled to:

(1) contribution from every other director who could be held liable

under subsection (a) for the unlawful distribution; and

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(2) recoupment from each shareholder of the pro-rata portion of

the amount of the unlawful distribution the shareholder accepted,

knowing the distribution was made in violation of §§ 28616 (a) or

281409(a).

(c) A proceeding to enforce:

(1) the liability of a director under subsection (a) is barred unless it

is commenced within two years after the date:

(A) on which the effect of the distribution was measured

under § 28616 (e) or (g),

(B) as of which the violation of § 28616 (a) occurred as the

consequence of disregard of a restriction in the articles of

incorporation, or

(C) on which the distribution of assets to shareholders under