You are mis-interpreting my point: it is not officers being responsible for contractual obligations in general, it is (or at least was) an exception carved out for wages owed employees.

There seems to be a lot of debate over when/if an officer can become an "employer" as defined in the law.

Here are some URLs that cover what I am talking about:

WA: http://www.turnaround.org/Publications/Articles.aspx?objectI...

PDF with more discussion of the issue, includes discussion of the Federal FLSA and the case of CA: http://web.omm.com/files/upload/D&O%20Liability-WARN%20A...

NY (10 largest shareholders of non-public company held liable): http://www.eminutesonline.com/why-in-the-world-would-anyone-...

Federal law (FLSA): http://www.klehr.com/?t=11&la=690&format=xml

Since the company that is not paying is often headed for bankruptcy, these situations often spill over to bankruptcy court, where the judge has a great amount of leeway to determine who gets paid and when.