Section 720. Action against directors and officers for misconduct  


Latest version.
  • (a) An action may be brought against one or more directors or officers
      of a corporation to procure a judgment for the following relief:
        (1) Subject  to  any  provision  of  the  certificate of incorporation
      authorized pursuant to paragraph (b)  of  section  402,  to  compel  the
      defendant to account for his official conduct in the following cases:
        (A) The  neglect  of, or failure to perform, or other violation of his
      duties in the management and disposition of corporate  assets  committed
      to his charge.
        (B) The  acquisition  by himself, transfer to others, loss or waste of
      corporate assets due to any neglect of, or failure to perform, or  other
      violation of his duties.
        (2) To  set  aside  an  unlawful conveyance, assignment or transfer of
      corporate assets, where the transferee knew of its unlawfulness.
        (3) To enjoin a proposed unlawful conveyance, assignment  or  transfer
      of  corporate assets, where there is sufficient evidence that it will be
      made.
        (b) An action may be brought for the relief provided in this  section,
      and  in  paragraph (a) of section 719 (Liability of directors in certain
      cases) by a corporation, or a receiver, trustee in bankruptcy,  officer,
      director   or   judgment   creditor   thereof,  or,  under  section  626
      (Shareholders' derivative action brought in the right of the corporation
      to procure a judgment in its favor),  by  a  shareholder,  voting  trust
      certificate  holder,  or  the  owner  of a beneficial interest in shares
      thereof.
        (c) This section shall not affect any liability otherwise  imposed  by
      law upon any director or officer.