Maine Revised Statutes Title 13-C Sec. 1825 – Right of action
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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:
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).]
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).]
Terms Used In Maine Revised Statutes Title 13-C Sec. 1825
- Benefit corporation: means a corporation:
A. See Maine Revised Statutes Title 13-C Sec. 1802Benefit enforcement proceeding: means a claim or action or proceeding for:
A. See Maine Revised Statutes Title 13-C Sec. 1802Corporation: 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. General public benefit: means a material positive impact on society and the environment, taken as a whole, assessed against a 3rd-party standard, from the business and operations of a benefit corporation. See Maine Revised Statutes Title 13-C Sec. 1802 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. Specific public benefit: means any particular benefit to society or the environment, including without limitation:
A. See Maine Revised Statutes Title 13-C Sec. 1802Subsidiary: means , in relation to a person, an entity in which the person owns beneficially or of record 50% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised. See Maine Revised Statutes Title 13-C Sec. 1802
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. Standing. A benefit enforcement proceeding may be commenced or maintained only:
A. Directly by the benefit corporation; or [PL 2019, c. 328, §1 (NEW).]
B. Derivatively in accordance with chapter 7, subchapter 4 by:
(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) A director;
(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) 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. 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).]
SECTION HISTORY
PL 2019, c. 328, §1 (NEW).