HI SB1462

Authorizes the creation of a new class of domestic corporations called "public benefit corporations" that must operate in a socially and environmentally responsible manner with enforcement through transparency and accountability rather than government oversight.

Requires public benefit corporations to have a stated purpose of creating "general public benefit" (material positive social and environmental impact measured by third-party standards) and may identify additional "specific public benefits" such as serving underserved communities, environmental preservation, or advancing human health.

Mandates each public benefit corporation designate an independent "benefit director" who must assess whether the corporation acted in accordance with its public benefit purposes and verify director and officer compliance with conduct standards.

Requires annual benefit reports to shareholders and filing with the Department of Commerce and Consumer Affairs including narratives on public benefit achievement, third-party social/environmental performance assessments, director compensation, and statements of any conflicts with the assessment standard.

Limits enforcement of public benefit duties to "benefit enforcement proceedings" that can be brought directly by the corporation or derivatively by shareholders, directors, or specified other parties, with penalties for failure to file annual reports including potential administrative dissolution after two years of non-compliance.