§ 14 — Benefit enforcement proceeding

Massachusetts § 14

• Jurisdiction: Massachusetts
• Part I: ADMINISTRATION OF THE GOVERNMENT
• Title XXII: CORPORATIONS
• Ch. 156E: BENEFIT CORPORATIONS

Text

Section 14. (a)(1) The duties under this chapter and the general public benefit purpose and any specific public benefit purpose of a benefit corporation may be enforced only in a benefit enforcement proceeding.(2) Except in a benefit enforcement proceeding, no person shall bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:(i) failure to pursue or create general or specific public benefits set forth in its articles; or(ii) a violation of a duty or standard of conduct under this chapter.(3) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.(b) A benefit enforcement proceeding shall be commenced or maintained only:(1) directly by the benefit corporation; or(2) derivatively by:(i) a shareholder;(ii) a director;(iii) a person or group of persons that owns beneficially or of record 5 per cent or more of the equity interests in an association of which the benefit corporation is a subsidiary; or(iv) other persons as specified in the articles of organization, bylaws or shareholder agreement of the benefit corporation.