§ 30-2011 — RIGHT OF ACTION

(1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to the corporation’s failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation, or the corporation’s violation of an obligation, duty or standard of conduct under this chapter.
(2) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(3) A benefit enforcement proceeding may be commenced or maintained directly by the benefit corporation, or derivatively by:
(a) A person or group of persons that owned beneficially or of record at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(b) A director;
(c) A person or group of persons that owned beneficially or of record five percent (5%) or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(d) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
(4) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.

Legislative History

[30-2011, added 2015, ch. 217, sec. 1, p. 678.]