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AL SB569
Bill
Status
4/26/2012
Primary Sponsor
Robert Ward
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AI Summary
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Authorizes formation of benefit corporations in Alabama as a new business structure designed to create general public benefit and optional specific public benefits alongside traditional corporate purposes.
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Requires benefit corporations to have a benefit director (who must be independent) and permits a benefit officer; both must consider effects on shareholders, employees, customers, communities, environment, and long-term interests when making decisions.
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Mandates annual benefit reports to shareholders and the Secretary of State detailing pursuit of public benefits, social and environmental performance measured by third-party standards, director/officer names and compensation, and major shareholders.
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Allows existing corporations to become benefit corporations through certificate amendment requiring minimum status vote (two-thirds shareholder approval per class/series), and permits termination of benefit status through similar voting requirement.
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Limits enforcement of benefit corporation duties and public benefit purposes to "benefit enforcement proceedings" brought directly by the corporation or derivatively by shareholders, directors, significant equity holders (10%+), or persons specified in articles/bylaws; provides director and officer liability protections except for self-dealing, willful misconduct, or knowing law violations.
Legislative Description
Corporations, definition, authorization and regulation of a benefit corporation
Corporations
Last Action
Read for the first time and referred to the Senate committee on Judiciary
4/26/2012