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§ 1209. Liability--Benefit enforcement proceeding

Oklahoma Statutes AnnotatedTitle 18. CorporationsEffective: November 1, 2019

Oklahoma Statutes Annotated
Title 18. Corporations (Refs & Annos)
Chapter 24. Oklahoma Benefit Corporation Act
Effective: November 1, 2019
18 Okl.St.Ann. § 1209
§ 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.1
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 Act2 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.

Credits

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

Footnotes

Title 6, § 101 et seq.
Title 18, § 1001 et seq.
18 Okl. St. Ann. § 1209, OK ST T. 18 § 1209
Current with emergency effective legislation through Chapter 29 of the Second Regular Session of the 59th Legislature (2024). Some sections may be more current, see credits for details.
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