N.Y. Business Corporation Law § 720: Action against directors and officers for misconduct

§ 720. Action against directors and officers for misconduct.

(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.

(C) In the case of directors or officers of a benefit corporation

organized under article seventeen of this chapter: (i) the failure to

pursue the general public benefit purpose of a benefit corporation or

any specific public benefit set forth in its certificate of

incorporation; (ii) the failure by a benefit corporation to deliver or

post an annual report as required by section seventeen hundred eight of

article seventeen of this chapter; or (iii) the neglect of, or failure

to perform, or other violation of his or her duties or standard of

conduct under article seventeen of this chapter.

(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.