Business Organizations Code § 200.312

Sec. 200.312. LIABILITY OF TRUST MANAGERS. (a) A trust manager of a real estate investment trust who votes for or assents to a distribution of assets made by the real estate investment trust to its shareholders during the liquidation of the real estate investment trust without the payment and discharge of or the making of adequate provision for the payment of all of the known debts, liabilities, and other obligations of the real estate investment trust is jointly and severally liable to the real estate investment trust for the value of the distributed assets to the extent the debts, liabilities, and other obligations are not paid and discharged. (b) A trust manager of a real estate investment trust who votes for or assents to the making of a loan to another trust manager or officer of the real estate investment trust or to the making of a loan secured by shares of the real estate investment trust is jointly and severally liable to the real estate investment trust for the loan amount until the loan is repaid. (c) A trust manager is not jointly and severally liable under Subsection (a) if, in determining the amount available for the distribution, the trust manager, acting in good faith and with ordinary care: (1) relied on information, opinions, reports, or statements in accordance with Section 3.102; or (2) considered the assets of the real estate investment trust to be valued at least at book value. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.