D.C. Code § 29-1303.05: Right of action.

(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)

Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or

(2)

Violation of a duty or standard of conduct under this chapter.

(b)

A benefit corporation shall not be liable for monetary damages under this chapter 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 by:

(A)

A shareholder;

(B)

A director;

(C)

A person or group of persons that owns beneficially or of record 5% or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or

(D)

Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.