What is the difference between the benefit corporation and the Delaware Public Benefit Corporation?

1. benefit corporation
@kylewestaway

2. corporate evolution

3. BROADENS THE PURPOSE OF THE CORPORATION
increaseS transparency / accountability
a new class of corporation

4. PASSED IN 21 STATES + DC
INTRODUCED IN 17 STATES
RAPID ADOPTION

5. PURPOSE

6. A MATERIAL POSITIVE IMPACT ON SOCIETY AND THE
ENVIRONMENT, TAKEN AS A WHOLE, ASSESSED AGAINST A
3RD PARTY STANDARD, FROM THE BUSINESS AND
OPERATIONS OF A BENEFIT CORPORATION.
NY general public benefit

7. PROVIDING INDIVIDUALS / COMMUNITIES WITH BENEFICIAL
PRODUCTS OR SERVICES
PROMOTING ECONOMIC OPPORTUNITIES FOR INDIVIDUALS OR
COMMUNITIES BEYOND JOB CREATION
Promoting health / Environmental preservation
Promoting Arts / sciences
NY specific public benefit

8. a positive effect (or reduction of negative effects)
on 1 or more categories of persons, entities,
communities or interests (other than
stockholders) including, but not limited to, effects
of an artistic, charitable, cultural, economic,
educational, environmental, literary, medical,
religious, scientific or technological nature.
DE public benefit

9. MUST OPERATE IN A responsible and sustainable
manner.
DE MANDATE

10. GOVERNANCE

11. !
general / SPECIFIC PUBLIC BENEFIT
shareholders
employees
customers
community and societal considerations
local and global environment
short-term and long-term interests
NY MUST CONSIDER

12. !
the resources, intent and conduct (past, stated and
potential) of any person seeking to acquire control
of the corporation; and
any other pertinent factors or the interests of
any other group that they deem appropriate
NY MAY CONSIDER

13. !
PECUNIARY INTERESTS OF SHAREHOLDERS
best interests of those materially affected by the
corporation's conduct
PUBLIC BENEFIT
DE BALANCING ACT

14. ASSESSMENT

15. THIRD PARTY STANDARD REQUIRED
ANNUAL ASSESSMENT
NY ASSESSMENT

16. OBJECTIVE MEASUREMENT REQUIRED
EVERY 2 YEARS
DE ASSESSMENT

17. REPORTING

18. !
POST 120 DAYS AFTER CLOSE OF FISCAL YEAR
TO SHAREHOLDERS, PUBLIC & STATE
PUBLICLY AVAILABLE (EXCEPT OWNERSHIP AND
COMPENSATION)
NY BENEFIT REPORT

19. !
rationale for selecting the third party standard
the ways in which IT pursued general / SPECIFIC
public benefit
any circumstances that have hindered the creation
of general / specific public benefit
third-party standard ASSESSMENT
SHAREHOLDERS HOLDING GREATER THAN 5% OF STOCK
SALARIES PAID TO DIRECTORS
NY BENEFIT REPORT

20. !
AT LEAST EVERY 2 YEARS
TO SHAREHOLDERS
MAY ISSUE MORE FREQUENTLY
MAY MAKE PUBLICLY AVAILABLE
MAY USE THIRD PARTY STANDARD
DE BENEFIT REPORT

21. !
objectives the board of directors has established
to promote such public benefit
The standards USED TO MEASURE PUBLIC BENEFIT
Objective factual information based on those
standards regarding the corporation's
PERFORMANCE
ASSESSMENT OF CORPORATIONS PERFORMANCE
DE BENEFIT REPORT

22. GUIDENCE

23. !
SET OUT A SPECIFIC PROCESS FOR CONSIDERING /
BALANCING STAKEHOLDER INTERESTS
APPOINT BENEFIT DIRECTOR
CLEAR NOTES ON BOARD MEETINGS TO DOCUMENT
CONSIDERATION / DOCUMENTATION
PROCESS MATTERS

24. join the conversation
socentlaw.com
kyle@westawaylaw.com
@kylewestaway