{"data":{"id":"us-vt/11a-v.s.a.-21.13","jurisdiction":"us-vt","citation":"11A V.S.A. § 21.13","heading":"Right of action","body":"(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.\n(b) A benefit enforcement proceeding may be commenced or maintained only by:\n(1) a shareholder that would otherwise be entitled to commence or maintain a proceeding in the right of the benefit corporation on any basis;\n(2) a director of the corporation;\n(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\n(4) such other persons as may be specified in the articles of incorporation of the benefit corporation.\n(c) As used in this chapter, “benefit enforcement proceeding” means a claim or action against a director or officer for:\n(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\n(2) violation of a duty or standard of conduct under this chapter.","path":["Title 11A: Vermont Business Corporations","Chapter 021: Benefit Corporations"],"source_url":"https://legislature.vermont.gov/statutes/fullchapter/11A/021","current_through":"2025 session","vintage":"","retrieved_at":"2026-09-05T16:11:27Z","sha256":"b215c629d8da8d06147b074c9b8fb1cfcd2da80747681c4f89a007ec6cd1d5fc","source_id":"us-vt","stale":false,"prev":"us-vt/11a-v.s.a.-21.12","next":"us-vt/11a-v.s.a.-21.14"},"notice":"GroundRules: Original legal text. Not legal advice."}