(a) 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:(1) Failure to pursue or create a general public benefit or a specific public benefit stated in its articles of incorporation; or(2) Violation of a duty or standard of conduct under this chapter.
(1) Failure to pursue or create a general public benefit or a specific public benefit stated 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 the failure of the benefit corporation to pursue a general public benefit or a specific public benefit.
(c) A benefit enforcement proceeding may begin and be maintained only:(1) Directly by the benefit corporation; or(2) Derivatively by:(A) A shareholder;(B) A director;(C) A person or group of persons that owns beneficially or of record five percent (5%) or more of the equity interest in an entity of which the benefit corporation is a subsidiary at the time of the action or inaction complained of; or(D) Other persons as named in the articles of incorporation or bylaws of the benefit corporation.
(1) Directly by the benefit corporation; or
(2) Derivatively by:(A) A shareholder;(B) A director;(C) A person or group of persons that owns beneficially or of record five percent (5%) or more of the equity interest in an entity of which the benefit corporation is a subsidiary at the time of the action or inaction complained of; or(D) Other persons as named in the articles of incorporation or bylaws of the benefit corporation.
(A) A shareholder;
(B) A director;
(C) A person or group of persons that owns beneficially or of record five percent (5%) or more of the equity interest in an entity of which the benefit corporation is a subsidiary at the time of the action or inaction complained of; or
(D) Other persons as named in the articles of incorporation or bylaws of the benefit corporation.