Corp. Code, § 14623

(a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers under this chapter except in a benefit enforcement proceeding.

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

(1) Directly by the benefit corporation.

(2) Derivatively by any of the following:

(A) A shareholder.

(B) A director.

(C) A person or group of persons that owns beneficially or of record 5 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary.

(D) Other persons as have been specified in the articles or bylaws of the benefit corporation.

(c) A benefit corporation shall not be liable for monetary damages under this part for any failure of the benefit corporation to create a general or specific public benefit.

(d) If the court in a benefit enforcement proceeding finds that a failure to comply with this part was without justification, the court may award an amount sufficient to reimburse the plaintiff for the reasonable expenses incurred by the plaintiff, including attorney’s fees and expenses, in connection with the benefit enforcement proceeding.