Utah Code 16-10b-305. 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 corporation or its directors or officers with respect to:
Terms Used In Utah Code 16-10b-305
- Benefit corporation: means a business corporation:(2)(a) that elects to become subject to this chapter; and(2)(b) the status of which as a benefit corporation has not been terminated. See Utah Code 16-10b-103
- Benefit enforcement proceeding: means a proceeding in a court of competent jurisdiction for:
(4)(a) failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles of incorporation; or(4)(b) a violation of an obligation, duty, or standard of conduct under this chapter. See Utah Code 16-10b-103- 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:
(9)(a) taken as a whole;(9)(b) assessed against a third-party standard; and(9)(c) from the business of a benefit corporation. See Utah Code 16-10b-103- 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.
- 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 :
(14)(a) providing low-income or underserved individuals or communities with beneficial products or services;(14)(b) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;(14)(c) protecting or restoring the environment;(14)(d) improving human health;(14)(e) promoting the arts, sciences, or advancement of knowledge;(14)(f) increasing the flow of capital to entities with a purpose to benefit society or the environment; and(14)(g) conferring any other particular benefit on society or the environment. See Utah Code 16-10b-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 had been exercised. See Utah Code 16-10b-103
(1)(a) failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or(1)(b) violation of an obligation, duty, or standard of conduct under this chapter.(2) A benefit corporation may not be liable for monetary damages under this chapter for a failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.(3)(3)(a) A benefit enforcement proceeding may be commenced or maintained only:(3)(a)(i) directly by the benefit corporation; or(3)(a)(ii) derivatively by:(3)(a)(ii)(A) a person or group of persons that owns 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;(3)(a)(ii)(B) a director;(3)(a)(ii)(C) a person or group of persons that own 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(3)(a)(ii)(D) other persons as specified in the articles of incorporation or bylaws of the benefit corporation.(3)(b) A benefit corporation may provide in its articles of incorporation a greater degree of ownership by a person or group of persons than those listed under Subsection (3)(a) to bring a derivative action.(4) 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. - Benefit enforcement proceeding: means a proceeding in a court of competent jurisdiction for: