Marginal note:Court may set aside or require accounting
211. If a director or officer of a company fails to comply with any of sections 207 to 210, a court, on application of the company or any of its shareholders, may set aside the contract or transaction on any terms that the court thinks fit and may require the director or officer to account to the company for any profit or gain realized on it.
- 1991, c. 45, s. 211;
- 2005, c. 54, s. 406.
Liability, Exculpation and Indemnification
Marginal note:Director liability
212. (1) Directors of a company who vote for or consent to a resolution of the directors authorizing the issue of a share contrary to subsection 68(1) or the issue of subordinated indebtedness contrary to section 83 for a consideration other than money are jointly and severally, or solidarily, liable to the company to make good any amount by which the consideration received is less than the fair equivalent of the money that the company would have received if the share or subordinated indebtedness had been issued for money on the date of the resolution.
Marginal note:Further liability
(2) Directors of a company who vote for or consent to a resolution of the directors authorizing any of the following are jointly and severally, or solidarily, liable to restore to the company any amounts so distributed or paid and not otherwise recovered by the company and any amounts in relation to any loss suffered by the company:
(a) a redemption or purchase of shares contrary to section 74;
(b) a reduction of capital contrary to section 78;
(c) a payment of a dividend contrary to section 82;
(d) a payment of an indemnity contrary to section 217; or
(e) any transaction contrary to Part XI.
- 1991, c. 45, s. 212;
- 2005, c. 54, s. 407(E).
213. (1) A director who has satisfied a judgment in relation to the director’s liability under section 212 is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded.
(2) A director who is liable under section 212 is entitled to apply to a court for an order compelling a shareholder or other person to pay or deliver to the director
(a) any money or property that was paid or distributed to the shareholder or other person contrary to section 74, 78, 82 or 217; or
(b) an amount equal to the value of the loss suffered by the company as a result of any transaction contrary to Part XI.
Marginal note:Court order
(3) Where an application is made to a court under subsection (2), the court may, where it is satisfied that it is equitable to do so,
(a) order a shareholder or other person to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other person contrary to section 74, 78, 82 or 217 or any amount referred to in paragraph (2)(b);
(b) order a company to return or issue shares to a person from whom the company has purchased, redeemed or otherwise acquired shares; or
(c) make any further order it thinks fit.
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