§1825. Right of action
1.
General rule.
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:
A.
Failure to pursue or create general public benefit or a specific public benefit set forth in the articles of incorporation; or
[PL 2019, c. 328, §1 (NEW).]
B.
Violation of an obligation, duty or standard of conduct under this chapter.
[PL 2019, c. 328, §1 (NEW).]
[PL 2019, c. 328, §1 (NEW).]
2.
Limitation on liability of corporation.
A benefit corporation is not 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.
[PL 2019, c. 328, §1 (NEW).]
3.
Standing.
A benefit enforcement proceeding may be commenced or maintained only:
A.
Directly by the benefit corporation; or
[PL 2019, c. 328, §1 (NEW).]
B.
Derivatively in accordance with chapter 7, subchapter 4 by:
[PL 2019, c. 328, §1 (NEW).]
(1)
A person or group of persons that owned beneficially or of record at least 2% 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% 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.
[PL 2019, c. 328, §1 (NEW).]
4.
Beneficial ownership.
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.
[PL 2019, c. 328, §1 (NEW).]
SECTION HISTORY
PL 2019, c. 328, §1 (NEW).