Section 21-412 - Limitation on actions and claims; liability; benefit enforcement proceeding; when authorized(1)(a) 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 of incorporation; or(ii) Violation of an obligation, duty, or standard of conduct under the Nebraska Benefit Corporation Act.(b) A benefit corporation is not liable for monetary damages under the act for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.(2) A benefit enforcement proceeding may be commenced or maintained only:(a) Directly by the benefit corporation; or(b) Derivatively in accordance with the Nebraska Model Business Corporation Act by: (i) A person or group of persons that owned beneficially or of record at least two percent of the total number of shares of a class or series outstanding at the time of the act or omission complained of;(iii) A person or group of persons that owned beneficially or of record five percent 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(iv) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.(3) 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.Neb. Rev. Stat. §§ 21-412
Laws 2014, LB 751, § 12; Laws 2015, LB 35, § 9.Amended by Laws 2015, LB 35,§ 9, eff. 1/1/2017.Added by Laws 2014, LB 751,§ 12, eff. 7/18/2014.