\n(2) 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:\n(i) failure to pursue or create general or specific public benefits set forth in its articles; or\n(ii) a violation of a duty or standard of conduct under this chapter.\n(3) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.\n(b) A benefit enforcement proceeding shall be commenced or maintained only:\n(1) directly by the benefit corporation; or\n(2) derivatively by:\n(i) a shareholder;\n(ii) a director;\n(iii) a person or group of persons that owns beneficially or of record 5 per cent or more of the equity interests in an association of which the benefit corporation is a subsidiary; or\n(iv) other persons as specified in the articles of organization, cially or of record 5 per cent or more of the equity interests in an association of which the benefit corporation is a subsidiary; or\n(iv) other persons as specified in the articles of organization, bylaws or shareholder agreement of the benefit corporation.
Massachusetts Legal Code