Current through Pa Acts 2024-53, 2024-56 through 2024-79
Section 3325 - Right of action(1) 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: (i) failure to pursue or create general public benefit or a specific public benefit set forth in its articles; or(ii) violation of a duty or standard of conduct under this chapter.(2) 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. (b) Parties with standing. --A benefit enforcement proceeding may be commenced or maintained only: (1) directly by the benefit corporation; or(2) derivatively by: (i) a shareholderthat owned at least 2% of the total number of shares of a class or series outstanding at the time of the act complained of(iii) a person or group of persons that owns beneficially or of record 5% or more of the interests in an association of which the benefit corporation is a subsidiary at the time of the act complained of; or (iv) such other persons as may be specified in the articles or bylaws of the benefit corporation. (c) Cross reference.--The provisions of Subchapter F of Chapter 17 (relating to derivative actions) shall apply to derivative actions under this section. Amended by P.L. TBD 2016 No. 170, § 7, eff. 2/19/2017.Amended by P.L. 476 2013 No. 67, § 24.2, eff. 9/7/2013.Added by P.L. 1228 2012 No. 152, § 1, eff. 1/22/2013.