21-412. Limitation on actions and claims; liability; benefit enforcement proceeding; when authorized.

270 words·~1 min read·/ne/chapter-21/21-412

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(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;

(ii)A director;

(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.