AN ACT relating to business corporations.

Amend KRS 271B.8-300 to define terms; provide that the business judgment rule shall not be an affirmative defense where the alleged damages suffered by the corporation are the result of diversity, equity, and inclusion (DEI) initiatives or environmental, social, and governance (ESG) investing; provide that a director shall not be considered to be acting in good faith if he or she takes any action to implement or maintain DEI initiatives or ESG investing; provide that actions taken as a director, or failure to take action as a director, regarding the implementation or maintenance of DEI initiatives or ESG investing may provide the basis for monetary damages or injunctive relief; amend KRS 271B.7-400 to require the court to award attorney's fees, costs, and expert witness fees and expenses to a plaintiff who prevails in a derivative action where the damages suffered by the corporation were the result of DEI initiatives or ESG investing; allow the court to award compensatory and punitive damages.