Oklahoma § 18-1209 - Liability – Benefit enforcement proceeding

§ 18-1209. 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,

Oklahoma Statutes - Title 18. Corporations

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.