Liability – Benefit enforcement proceeding.

1. Law
2. Oklahoma Statutes
3. Corporations
4. Liability – Benefit enforcement proceeding.

A. Except in a benefit enforcement proceeding, no person shall bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:

1. Failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of incorporation; or

2. Violation of an obligation, duty or standard of conduct under the Oklahoma Benefit Corporation Act or the Oklahoma Banking Code.

B. A benefit corporation shall not be liable for monetary damages under the Oklahoma Benefit Corporation Act or the Oklahoma Banking Code for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.

C. A benefit enforcement proceeding may be commenced or maintained only:

1. Directly by the benefit corporation; or

2. Derivatively in accordance with the Oklahoma General Corporation Act or the Oklahoma Banking Code, as applicable, by:

• a.a person or group of persons that owned beneficially or of record at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of,
• b.a director,
• c.a person or group of persons that owned beneficially or of record five percent (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
• d.other persons as specified in the certificate of incorporation or bylaws of the benefit corporation.

D. 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.

Added by Laws 2019, c. 45, § 9, eff. Nov. 1, 2019.

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