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(a) Legal standing.— Only stockholders who own, individually or collectively, at least five percent (5%) of the total number of outstanding shares of one class or series at the time of the action or inaction stated in the suit, may initiate a derivative suit:\n(1) Only for the failure to pursue or create a general public benefit involving gross negligence, as provided in § 4078 of this title; or\n(2) a violation of an obligation, a duty, or standard of conduct under this chapter.\n(b) Limitation of the corporation’s liability.— A public benefit corporation, its stockholders, directors, or officials shall not be held liable for failing to pursue the general public benefit stated in its certificate of incorporation.\nHistory —Dec. 16, 2009, No. 164, added as § 23.12 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.