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DE SB47
Bill
AI Summary
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Creates a new "Public Benefit Corporation" (PBC) designation in Delaware law, allowing for-profit corporations to legally prioritize public benefit goals alongside stockholder interests.
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Public benefit corporations must identify specific public benefits in their certificate of incorporation (such as artistic, charitable, environmental, or educational purposes) and manage the business to balance stockholder returns with benefits to affected communities and the public.
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Requires PBCs to provide biennial statements to stockholders detailing progress on public benefit objectives, measurable standards, and assessment of success; allows for more frequent reporting and third-party certification if bylaws require.
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Establishes enhanced voting protections: converting a regular corporation to a PBC requires 90% stockholder approval, while converting a PBC to a regular corporation requires 66.67% approval to preserve public benefit commitments.
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Gives stockholders owning at least 2% of shares (or shares worth $2 million in publicly-traded corporations) the right to bring derivative lawsuits to enforce the director duties in managing public benefits.
Legislative Description
An Act To Amend Title 8 Of The Delaware Code Relating To The General Corporation Law.
Last Action
Signed by Governor
7/17/2013