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 COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT

(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 § 281409

(a)was made; or

(2)contribution or recoupment under subsection

(b)is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a).