Montana Code 35-1-1412. Enforcement
35-1-1412. Enforcement. (1) A person may bring an action or assert a claim against a benefit corporation or its directors or officers only through a benefit enforcement proceeding under this section.
Terms Used In Montana Code 35-1-1412
- Benefit corporation: means a corporation organized in this state that has elected to become subject to this part and whose status as a benefit corporation has not been terminated as provided in 35-1-1408. See Montana Code 35-1-1402
- Benefit enforcement proceeding: means a claim or action relating to:
(a)failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation;
(b)violation of a duty or standard of conduct imposed on a director or officer pursuant to this part; or
(c)failure of the benefit corporation to deliver, provide, or post an annual benefit report as required in 35-1-1410. See Montana Code 35-1-1402
- 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.
- Director: means an individual elected to or otherwise serving on the board of directors of a benefit corporation. See Montana Code 35-1-1402
- General public benefit: means a material, positive impact on society and the environment, taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation. See Montana Code 35-1-1402
- Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
- Plaintiff: The person who files the complaint in a civil lawsuit.
- Specific public benefit: means :
(a)providing low-income or underserved individuals or communities with beneficial products or services;
(b)promoting economic opportunity for individuals or communities beyond the creation of jobs in the ordinary course of business;
(c)preserving the environment;
(d)improving human health;
(e)promoting the arts, sciences, or advancement of knowledge;
(f)increasing the flow of capital to entities with a public benefit purpose; or
(g)the accomplishment of any other particular benefit for society or the environment. See Montana Code 35-1-1402
- Subsidiary: means an entity in which a parent entity owns beneficially or of record 50% or more of the outstanding equity interests of the subsidiary. See Montana Code 35-1-1402
(2)A benefit enforcement proceeding may be commenced or maintained:
(a)directly by the benefit corporation; or
(b)derivatively by:
(i)a shareholder;
(ii)a director;
(iii)a person or group of persons that owns beneficially or of record 5% or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or
(iv)any other person who may be specified in the articles of incorporation of the benefit corporation.
(3)A benefit corporation is not liable for monetary damages for any failure of the benefit corporation to create general public benefit or a specific public benefit.
(4)If the court in a benefit enforcement proceeding finds that a failure to comply with this part was without justification, the court may award an amount sufficient to reimburse the plaintiff for the reasonable expenses incurred by the plaintiff, including attorney fees and expenses, in connection with the benefit enforcement proceeding.