MI HB5387

Establishes a new "benefit corporation" classification for domestic Michigan corporations that identify one or more public benefits in their articles of incorporation, such as creating positive effects on communities, the environment, or acting in a responsible and sustainable manner.

Requires a supermajority vote (2/3 of shares, or minimum status vote) to adopt, amend, or terminate benefit corporation status or to change the corporation's public benefits.

Directors of benefit corporations must consider shareholder interests, stakeholder interests, and public benefits in their decisions; directors are protected from liability for monetary damages when making business judgments in good faith under these expanded duties.

Restricts enforcement of public benefit duties to "benefit enforcement proceedings" that can only be brought directly by the corporation or derivatively by shareholders owning at least 5% of outstanding shares (or $5,000,000 in market value for publicly traded corporations).

Requires benefit corporations to prepare and distribute annual benefit reports detailing efforts to pursue public benefits, objectives, measurement standards, and progress assessments; reports must be filed with the state administrator for a $25.00 fee and posted on the corporation's website.