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Benefit corporation New York & Delaware
 

Benefit corporation New York & Delaware

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

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

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    Benefit corporation New York & Delaware Benefit corporation New York & Delaware Presentation Transcript

    • benefit corporation @kylewestaway
    • corporate evolution
    • BROADENS THE PURPOSE OF THE CORPORATION increaseS transparency / accountability a new class of corporation
    • PASSED IN 21 STATES + DC INTRODUCED IN 17 STATES RAPID ADOPTION
    • PURPOSE
    • 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
    • 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
    • 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
    • MUST OPERATE IN A responsible and sustainable manner. DE MANDATE
    • GOVERNANCE
    • ! general / SPECIFIC PUBLIC BENEFIT shareholders employees customers community and societal considerations local and global environment short-term and long-term interests NY MUST CONSIDER
    • ! 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
    • ! PECUNIARY INTERESTS OF SHAREHOLDERS best interests of those materially affected by the corporation's conduct PUBLIC BENEFIT DE BALANCING ACT
    • ASSESSMENT
    • THIRD PARTY STANDARD REQUIRED ANNUAL ASSESSMENT NY ASSESSMENT
    • OBJECTIVE MEASUREMENT REQUIRED EVERY 2 YEARS DE ASSESSMENT
    • REPORTING
    • ! POST 120 DAYS AFTER CLOSE OF FISCAL YEAR TO SHAREHOLDERS, PUBLIC & STATE PUBLICLY AVAILABLE (EXCEPT OWNERSHIP AND COMPENSATION) NY BENEFIT REPORT
    • ! 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
    • ! AT LEAST EVERY 2 YEARS TO SHAREHOLDERS MAY ISSUE MORE FREQUENTLY MAY MAKE PUBLICLY AVAILABLE MAY USE THIRD PARTY STANDARD DE BENEFIT REPORT
    • ! 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
    • GUIDENCE
    • ! SET OUT A SPECIFIC PROCESS FOR CONSIDERING / BALANCING STAKEHOLDER INTERESTS APPOINT BENEFIT DIRECTOR CLEAR NOTES ON BOARD MEETINGS TO DOCUMENT CONSIDERATION / DOCUMENTATION PROCESS MATTERS
    • join the conversation socentlaw.com kyle@westawaylaw.com @kylewestaway