§ 3325. 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 corporation or its directors or officers with respect to:
(i) failure to pursue or create general public benefit or a specific public benefit set forth in its articles; or
(ii) violation of a duty or standard of conduct under this chapter.
(2) A benefit corporation shall not be 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.
(b) Parties with standing.--A benefit enforcement proceeding may be commenced or maintained only:
(1) directly by the benefit corporation; or
(2) derivatively by:
(i) a shareholder that owned at least 2% of the total number of shares of a class or series outstanding at the time of the act complained of;
(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 association of which the benefit corporation is a subsidiary at the time of the act complained of; or
(iv) such other persons as may be specified in the articles or bylaws of the benefit corporation.
(c) Cross reference.--The provisions of Subchapter F of Chapter 17 (relating to derivative actions) shall apply to derivative actions under this section.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment. Act 67 amended subsec. (b)(2)(i) and (iii).
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