Section 1825 - Right of action1.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 [2019, c. 328, §1(NEW).]B. Violation of an obligation, duty or standard of conduct under this chapter. [2019, c. 328, §1(NEW).] [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. [2019, c. 328, §1(NEW).]
3.Standing. A benefit enforcement proceeding may be commenced or maintained only: A. Directly by the benefit corporation; or [2019, c. 328, §1(NEW).]B. Derivatively in accordance with chapter 7, subchapter 4 by: (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;(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. [2019, c. 328, §1(NEW).] [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. [2019, c. 328, §1(NEW).]
Added by 2019, c. 328,§ 1, eff. 9/19/2019.