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 either of the following:

Terms Used In Arizona Laws 10-2433

  • Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
  • Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
  • Benefit corporation: means a corporation that both:

    (a) Has elected to become subject to this chapter. See Arizona Laws 10-2402

  • Benefit enforcement proceeding: means any claim or action for either of the following:

    (a) The failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles. See Arizona Laws 10-2402

  • Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. See Arizona Laws 10-140
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Entity: includes a corporation, foreign corporation, not for profit corporation, profit and not for profit unincorporated association, nonprofit corporation, close corporation, corporation sole or limited liability company, a professional corporation, association or limited liability company, a business trust, estate, partnership, registered limited liability partnership, trust or joint venture, two or more persons having a joint or common economic interest, any person other than an individual and a state, the United States and a foreign government. See Arizona Laws 10-140
  • General public benefit: means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation. See Arizona Laws 10-2402
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Person: includes an individual and entity. See Arizona Laws 10-140
  • Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
  • Specific public benefit: includes :

    (a) Providing low-income or underserved individuals or communities with beneficial products or services. See Arizona Laws 10-2402

  • Subsidiary: means , in relation to a person, an entity in which the person owns beneficially or of record fifty per cent or more of the outstanding equity interests. See Arizona Laws 10-2402

1. The failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation.

2. The violation of an obligation, duty or standard of conduct under this chapter.

B. 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.

C. A benefit enforcement proceeding may be commenced or maintained only by either of the following:

1. Directly by the benefit corporation.

2. Derivatively in accordance with chapter 7, article 4 of this title by any of the following:

(a) A person or group of persons that owns beneficially or of record at least two per cent of the total number of shares of all classes and series outstanding at the time of the act or omission that is the subject of the complaint.

(b) A director.

(c) A person or group of persons that owns beneficially or of record five per cent 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 that is the subject of the complaint.

(d) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.

D. For the 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.

 

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