Current through L. 2024, c. 185.
Section 21.13 - Right of action(a) The duties of directors and officers under this chapter and the general and specific public benefit purposes of a benefit corporation may be enforced only in a benefit enforcement proceeding, and no person may bring such an action or claim against a benefit corporation or its directors or officers except as provided in this section.(b) A benefit enforcement proceeding may be commenced or maintained only by: (1) a shareholder that would otherwise be entitled to commence or maintain a proceeding in the right of the benefit corporation on any basis;(2) a director of the corporation;(3) a person or group of persons that owns beneficially or of record 10 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or(4) such other persons as may be specified in the articles of incorporation of the benefit corporation.(c) As used in this chapter, "benefit enforcement proceeding" means a claim or action against a director or officer for:(1) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation; or(2) violation of a duty or standard of conduct under this chapter.Added 2009, No. 113 (Adj. Sess.), § 1, eff. 7/1/2011.