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).]

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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. 1802
  • Benefit enforcement proceeding: means a claim or action or proceeding for:
  • A. See Maine Revised Statutes Title 13-C Sec. 1802
  • 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.
  • 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. 1802
  • 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 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).