§ 78B.190 — Actions or claims against benefit corporations, directors or officers: Limitations; benefit enforcement proceedings; award of attorney’s fees and expenses

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:
(a) Failure to pursue or create general public benefit or any specific public benefit identified in the articles of incorporation of a benefit corporation pursuant to NRS 78B.140 ; or
(b) A violation of an obligation, duty or standard of conduct under this chapter.
2. A benefit enforcement proceeding may be commenced or maintained only:
(a) Directly by the benefit corporation; or
(b) Derivatively by:
(1) A shareholder who 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 owns beneficially or of record 5 percent or more of the 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) Any other person authorized in the articles of incorporation or bylaws of the benefit corporation to commence and maintain a benefit enforcement proceeding.
3. A benefit corporation is not liable for monetary damages under this chapter for any failure of the benefit corporation to create general public benefit or any specific public benefit identified in the articles of incorporation of the benefit corporation pursuant to NRS 78B.140 .
4. If the court in a benefit enforcement proceeding finds that a failure to comply with this chapter was without justification, the court may award an amount sufficient to reimburse the plaintiff for the reasonable expenses incurred by the plaintiff, including attorney’s fees and expenses, in connection with the benefit enforcement proceeding.

Legislative History

(Added to NRS by 2013, 417 )