§ 293-C:11 — Right of Action

I. 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:
(a) Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or
(b) Violation of an obligation, duty, or standard of conduct under this chapter.
II. 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.
III. A benefit enforcement proceeding shall be commenced or maintained only:
(a) Directly by the benefit corporation; or
(b) Derivatively in accordance with RSA 293-A:7.40 through RSA 293-A:7.48 by:
(1) A person or group of persons that owned beneficially or of record at least 2 percent of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(2) A director;
(3) A person or group of persons that owned beneficially or of record 5 percent 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
(4) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
IV. 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.
V. In an action commenced under this section, if it is determined that a corporation established pursuant to this chapter has failed to pursue a general public benefit or a specific public benefit set forth in its articles of incorporation, the secretary of state may revoke the corporation's status as a benefit corporation under this chapter.

Legislative History

2014, 216:1, eff. Jan. 1, 2015.