Connecticut General Statutes Title 33. Corporations § 33-1362. Right of action. Benefit enforcement proceeding

(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 (1) the failure to pursue or create a general public benefit or any specific public benefit identified in its certificate of incorporation, or (2) the violation of an obligation, duty or standard of conduct under sections 33-1352 to 33-1364, inclusive.

(b) A benefit corporation shall not be liable for monetary damages under sections 33-1352 to 33-1364, inclusive, for any failure of the benefit corporation to pursue or create a general public benefit or any 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 provisions of chapter 601  1 by (A) a person or group of persons that owns beneficially or of record not less than five per cent of the total number of shares of a class or series outstanding at the time of the act or omission complained of, (B) a person or group of persons that owns beneficially or of record ten per cent or more of the outstanding equity interests in an entity of which the benefit corporation is a majority-owned subsidiary at the time of the act or omission complained of, or (C) 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.