The directors may be held liable in connection with a buy-sell agreement for failing to act in the best interests of the corporation.
Liability would be based upon breach of fiduciary duty owed by the directors of the corporation.
For example, payment of an excessive price to a withdrawing shareholder to maintain the directors' management position may constitute a breach of the directors' fiduciary duty to the corporation. The sale of shares to the corporation by a controlling shareholder or a member of a control group at an excessive price to transfer control, or to permit a control group to remain in control, may cause the selling shareholder to be liable to the corporation for the premium paid for the shares.
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