(A) The duties of directors under this chapter may be enforced only 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:

(1) failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or

(2) violation of a duty or standard of conduct under this chapter.

(B) A benefit corporation shall not be 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.

(C) A benefit enforcement proceeding may be commenced or maintained by only the following:

(1) directly, by the benefit corporation; or

(2) derivatively, by any of the following:

(a) a shareholder;

(b) a director;

(c) a person or group of persons that owns, beneficially or of record, five percent or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary; or

(d) other persons specified in the articles of incorporation or bylaws of the benefit corporation.

(D) A benefit enforcement proceeding commenced or maintained derivatively under item (2) of subsection (C) of this section as provided by law is subject to the requirements applicable to derivative proceedings, except that such requirements may be interpreted to reflect that a benefit enforcement proceeding may be commenced and maintained by those persons listed in item (2) of subsection (B) of this section.

HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.