Section 156E:14 - Benefit enforcement proceedings(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: (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.Mass. Gen. Laws ch. 156E, § 14
Added by Acts 2012, c. 238,§ 52, eff. 12/1/2012.