1. 1. 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:

   1. A. Failure to pursue or create general public benefit or a specific public benefit set forth in the articles of incorporation; or

      [PL 2019, c. 328, §1 (NEW).]

   2. B. Violation of an obligation, duty or standard of conduct under this chapter.

      [PL 2019, c. 328, §1 (NEW).]

   [PL 2019, c. 328, §1 (NEW).]

2. 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.

   [PL 2019, c. 328, §1 (NEW).]

3. 3. Standing A benefit enforcement proceeding may be commenced or maintained only:

   1. A. Directly by the benefit corporation; or

      [PL 2019, c. 328, §1 (NEW).]

   2. B. Derivatively in accordance with chapter 7, subchapter 4 by:

      1. (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;
      2. (2) A director;
      3. (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. (4) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.

         [PL 2019, c. 328, §1 (NEW).]

   [PL 2019, c. 328, §1 (NEW).]

4. 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.

   [PL 2019, c. 328, §1 (NEW).]

PL 2019, c. 328, §1 (NEW).