Utah Code 48-4-303. Right of action
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(1) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit company or a benefit company’s member, manager, or officer with respect to:
Terms Used In Utah Code 48-4-303
- Benefit company: means a limited liability company:(1)(a) that elects to become subject to this chapter; and(1)(b) the status of which as a benefit company has not been terminated. See Utah Code 48-4-103
- Benefit enforcement proceeding: means a proceeding in a court of competent jurisdiction for:
(2)(a) failure of a benefit company to pursue or create general public benefit or a specific public benefit described in the benefit company's certificate of organization; or(2)(b) a violation of an obligation, duty, or standard of conduct under this chapter. See Utah Code 48-4-103- 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:
(3)(a) taken as a whole;(3)(b) assessed against a third-party standard; and(3)(c) from the business of a benefit company. See Utah Code 48-4-103- Person: means :
(24)(a) an individual;(24)(b) an association;(24)(c) an institution;(24)(d) a corporation;(24)(e) a company;(24)(f) a trust;(24)(g) a limited liability company;(24)(h) a partnership;(24)(i) a political subdivision;(24)(j) a government office, department, division, bureau, or other body of government; and(24)(k) any other organization or entity. See Utah Code 68-3-12.5- Specific public benefit: includes :
(8)(a) providing low-income or underserved individuals or communities with beneficial products or services;(8)(b) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;(8)(c) protecting or restoring the environment;(8)(d) improving human health;(8)(e) promoting the arts, sciences, or advancement of knowledge;(8)(f) increasing the flow of capital to entities with a purpose to benefit society or the environment; and(8)(g) conferring any other particular benefit on society or the environment. See Utah Code 48-4-103- Subsidiary: 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 have been exercised. See Utah Code 48-4-103
(1)(a) failure to pursue or create general public benefit or a specific public benefit set forth in the benefit company’s certificate of organization; or(1)(b) violation of a duty or standard of conduct under this chapter.(2) A benefit company is not liable for monetary damages under this chapter for a failure of the benefit company to pursue or create general public benefit or a specific public benefit.(3) Only the following may commence or maintain a benefit enforcement proceeding:(3)(a) the benefit company, directly; or(3)(b) one or more of the following, derivatively:(3)(b)(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 or omission complained of;(3)(b)(ii) a manager of a manager-managed benefit company;(3)(b)(iii) a person or group of persons who own beneficially or of record at least 5% of the interests in an association of which the benefit company is a subsidiary at the time of the act or omission complained of; or(3)(b)(iv) any person or group of persons specified in the benefit company’s certificate of organization or operating agreement. - Benefit enforcement proceeding: means a proceeding in a court of competent jurisdiction for: