1. (a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:

   1. (1) Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or
   2. (2) Violation of a duty or standard of conduct under this chapter.
2. (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.

3. (c) A benefit enforcement proceeding may be commenced or maintained only:

   1. (1) Directly by the benefit corporation; or

   2. (2) Derivatively by:

      1. (A) A shareholder;
      2. (B) A director;
      3. (C) A person or group of persons that owns beneficially or of record 5% or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or
      4. (D) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.

History

May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735