Mass. Gen. Laws ch. 156E § 12

Current through Chapters 1 to 249 and Chapters 253 to 255 of the 2024 Legislative Session
Section 156E:12 - Considerations of officers; non-liability for monetary damages
(a) Each officer of a benefit corporation shall consider the interests and factors described in clause (1) of subsection (a) of section 10 in the manner provided in said subsection (a) if:
(1) the officer has discretion to act with respect to a matter; and
(2) it reasonably appears to the officer that the matter may have a material effect on the creation of a general public benefit or a specific public benefit by the benefit corporation.
(b) The consideration of interests and factors in the manner described in clause (1) of subsection (a) shall not constitute a violation of section 8.41 of chapter 156D.
(c) An officer shall not be personally liable for monetary damages for:
(1) any action or inaction as an officer if the officer performed the duties of the position in compliance with chapter 156D and this section; or
(2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.
(d) An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.

Mass. Gen. Laws ch. 156E, § 12

Added by Acts 2012, c. 238,§ 52, eff. 12/1/2012.