(a) Limitations.--
(1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit company or its members, managers or officers with respect to:
(i) failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of organization; or
(ii) violation of a duty or standard of conduct under this subchapter.
(2) A benefit company shall not be liable for monetary damages under this subchapter for any failure of the benefit company 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 company; or
(2) derivatively by:
(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 complained of;
(ii) a manager of a manager-managed limited liability company;
(iii) a person or group of persons that owns beneficially or of record 5% or more of the interests in an association of which the benefit company is a subsidiary at the time of the act complained of; or
(iv) such other persons as may be specified in the certificate of organization or operating agreement of the benefit company.
(c) Cross reference.--The provisions of Subchapter H (relating to actions by members) shall apply to derivative actions under this section.
Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.
LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.
The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.
You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.
The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.
Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.