Director liability for unrecovered company tax: directors may be jointly and severally liable unless absolved by lack of gross neglect. Directors of a private company are jointly and severally liable for tax, interest or penalty unrecoverable from the company during periods they served, unless they prove non-recovery is not due to any gross neglect, misfeasance or breach of duty. If the company converts to a public company and unrecovered liabilities from the private period remain, that joint and several liability does not apply to former private-company directors for those unrecovered amounts, though personal penalties on directors remain unaffected.