Current through Pa Acts 2024-53, 2024-56 through 2024-92
Section 8897 - Right of action(a)Limitations.-- (1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit company or its members, managers or officers with respect to: (i) failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of organization; or(ii) violation of a duty or standard of conduct under this subchapter.(2) A benefit company shall not be liable for monetary damages under this subchapter for any failure of the benefit company 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 company; or(2) derivatively by: (i) a member that owned at least 2% of the total number of interests of a class or series outstanding at the time of the act complained of;(ii) a manager of a manager-managed limited liability company;(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 company is a subsidiary at the time of the act complained of; or(iv) such other persons as may be specified in the certificate of organization or operating agreement of the benefit company.(c) Cross reference.--The provisions of Subchapter H (relating to actions by members) shall apply to derivative actions under this section.Added by P.L. TBD 2016 No. 170, § 29, eff. 2/19/2017.