Which of the following parties is liable to repay an illegal distribution to a corporation?
A. A director not breaching his or her duty in approving the distribution and the corporation is solvent.
B. A shareholder not knowing of the illegality of the distribution and the corporation is solvent.
C. A shareholder not knowing of the illegality of the distribution and the corporation is insolvent.
D. A director not breaching his or her duty in approving the distribution and the corporation is insolvent.
Answer:C
C is corrent. The requirement is to identify the party that is liable to repay an illegal distribution. C is corrent because shareholders must repay illegal distributions that they receive when the corporation is insolvent.
A is incorrect because as long as directors do not breach their duty, they are not liable.
B is incorrect because a shareholder is not required to repay the distribution if the corporation is solvent.
D is incorrect because as long as directors do not breach their duty, they are not liable.