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NY Penal Law

S 190.35 Misconduct by corporate official.

A person is guilty of misconduct by corporate official when:
1. Being a director of a stock corporation, he knowingly concurs in
any vote or act of the directors of such corporation, or any of them, by
which it is intended:
(a) To make a dividend except in the manner provided by law; or
(b) To divide, withdraw or in any manner pay to any stockholder any
part of the capital stock of the corporation except in the manner
provided by law; or
(c) To discount or receive any note or other evidence of debt in
payment of an installment of capital stock actually called in and
required to be paid, or with intent to provide the means of making such
payment; or
(d) To receive or discount any note or other evidence of debt with
intent to enable any stockholder to withdraw any part of the money paid
in by him on his stock; or
(e) To apply any portion of the funds of such corporation, directly or
indirectly, to the purchase of shares of its own stock, except in the
manner provided by law; or
2. Being a director or officer of a stock corporation:
(a) He issues, participates in issuing, or concurs in a vote to issue
any increase of its capital stock beyond the amount of the capital stock
thereof, duly authorized by or in pursuance of law; or
(b) He sells, or agrees to sell, or is directly or indirectly
interested in the sale of any share of stock of such corporation, or in
any agreement to sell the same, unless at the time of such sale or
agreement he is an actual owner of such share, provided that the
foregoing shall not apply to a sale by or on behalf of an underwriter or
dealer in connection with a bona fide public offering of shares of stock
of such corporation.
Misconduct by corporate official is a class B misdemeanor