§ 4-36-305 — Right of action

(a) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: (1) Failure to pursue or create a general public benefit or a specific public benefit stated in its articles of incorporation; or (2) Violation of a duty or standard of conduct under this chapter. (b) A benefit corporation shall not be liable for monetary damages under this chapter for the failure of the benefit corporation to pursue a general public benefit or a specific public benefit. (c) A benefit enforcement proceeding may begin and be maintained only: (1) Directly by the benefit corporation; or (2) Derivatively by: (A) A shareholder; (B) A director; (C) A person or group of persons that owns beneficially or of record five percent (5%) or more of the equity interest in an entity of which the benefit corporation is a subsidiary at the time of the action or inaction complained of; or (D) Other persons as named in the articles of incorporation or bylaws of the benefit corporation.

Legislative History

Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.