{concurring). The issue here is whether John F. Probst is liable under section 779.02(5), Stats., for the diversion of funds held in trust by the J.F. Probst & Company for its subcontractors. I agree with the majority's conclusion that he is, but for the following reasons.
Chapter 779 of the Wisconsin Statutes reflects the legislature's reification of common-law principles *371designed to protect those who supply material and services. The theft-by-contractor provisions of chapter 779 accomplish this protection by imposing trust-fund status on money paid for contracted-for improvements. See secs. 779.02(5) & 779.16, Stats. Section 779.02(5), Stats., provides that a diversion of trust funds by a corporate contractor "also shall be deemed theft by any officers, directors or agents of the corporation responsible for the misappropriation."1
John F. Probst was, during the times material to this action, an officer and director of J.F. Probst & Company. He also was the company's majority shareholder, owning sixty-five percent of its stock. He contends that he is not "responsible for the misappropriation" because at the time of the diversion he was essentially retired despite his positions with the company, and did not personally divert or misappropriate the trust-fund money.
The general rule is, of course, that corporate shareholders, directors, or officers are not personally liable for the acts of the corporation. This rule, however, is not inviolate. Thus, under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, a director or officer can be liable for clean-up costs as an "owner or operator," 42 U.S.C. §§ 9601(20)(A), 9607(a)(1) and (2), of a corporate-owned facility that disposed hazardous substances, as long as that person had authority to affect the disposal operations, even though he or she did not actively participate in those operations. Nurad, Inc. v. William E. Hooper & *372Sons Co., 966 F.2d 837, 842-844 (4th Cir. 1992), cert. denied, 113 S. Ct. 377. This is consistent with Wisconsin law. As the majority opinion points out in footnote 4, the Wisconsin Supreme Court has recognized that an individual "need not personally authorize, participate in, or supervise violations of [the laws regulating hazardous wastes] in order to be responsible for the overall operation of a hazardous waste facility." State v. Rollfink, 162 Wis. 2d 121, 135, 475 N.W.2d 575, 580 (1991). Rather, it is sufficient if he or she has authority over the operation. Id., 162 Wis. 2d at 137, 475 N.W.2d at 581. In my view these principles are equally applicable here.
As a director of J.F. Probst & Company, John F. Probst was responsible for the "business and affairs" of the company. See sec. 180.0801(2), Stats. There is a split among those courts that have considered whether a corporate director is liable to third-persons for his or her negligence in fulfilling a director's responsibility to ensure that the corporation does not convert funds belonging to others. See Annotation, Liability of Corporate Directors or Officers for Negligence in Permitting Conversion of Property of Third Persons by Corporation, 29 A.L.R.3d 660 (1970). Although there are no Wisconsin cases directly on point, I believe that Wisconsin's strong interest in protecting persons who supply material and services tips the scale in favor of the rationale employed in the environmental cases so that a corporate director, at least in the context of the closely-held corporation we have here, is a "responsible" person under section 779.02(5), Stats., even though he or she might not have directly participated in the misappropriation of funds held in trust by virtue of that section. Cf. Bowerman v. Hamner, 250 U.S. 504, 513 (1919) (Under common-law principles, a director *373"cannot be shielded from liability because of want of knowledge of wrongdoing on his part, [if] that ignorance was the result of gross inattention in the discharge of his voluntarily assumed and sworn duty" as a director.) (action by receiver against director of a national bank that failed). Accordingly, I concur.
Diversion of money thus held in trust is a defalcation under section 523(a)(4) of the Bankruptcy Code, 11 U.S.C. § 523 (a)(4), and is, therefore, non-dischargeable in bankruptcy. In re Thomas, 729 F.2d 502 (7th Cir. 1984) (trust fund under section 779.16).