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Vermont Statutes Title 11 A. Vermont Business Corporations, § 21.13. Right of action

Current as of January 01, 2020 | Updated by FindLaw Staff

(a) The duties of directors and officers under this chapter and the general and specific public benefit purposes of a benefit corporation may be enforced only in a benefit enforcement proceeding, and no person may bring such an action or claim against a benefit corporation or its directors or officers except as provided in this section.

(b) A benefit enforcement proceeding may be commenced or maintained only by:

(1) a shareholder that would otherwise be entitled to commence or maintain a proceeding in the right of the benefit corporation on any basis;

(2) a director of the corporation;

(3) a person or group of persons that owns beneficially or of record 10 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary;  or

(4) such other persons as may be specified in the articles of incorporation of the benefit corporation.

(c) As used in this chapter, “benefit enforcement proceeding” means a claim or action against a director or officer for:

(1) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation;  or

(2) violation of a duty or standard of conduct under this chapter.

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Cite this article: FindLaw.com - Vermont Statutes Title 11 A. Vermont Business Corporations, § 21.13. Right of action - last updated January 01, 2020 | https://codes.findlaw.com/vt/title-11-a-vermont-business-corporations/vt-st-tit-11a-sect-21-13/

Read this complete Vermont Statutes Title 11 A. Vermont Business Corporations, § 21.13. Right of action on Westlaw

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.

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