N.Y. Penal Law § 190.35

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