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 T...
PROVIDING INDIVIDUALS / COMMUNITIES WITH BENEFICIAL
PRODUCTS OR SERVICES
PROMOTING ECONOMIC OPPORTUNITIES FOR INDIVIDUALS ...
a positive effect (or reduction of negative effects)
on 1 or more categories of persons, entities,
communities or interest...
MUST OPERATE IN A responsible and sustainable
manner.
DE MANDATE
GOVERNANCE
!
general / SPECIFIC PUBLIC BENEFIT
shareholders
employees
customers
community and societal considerations
local and globa...
!
the resources, intent and conduct (past, stated and
potential) of any person seeking to acquire control
of the corporati...
!
PECUNIARY INTERESTS OF SHAREHOLDERS
best interests of those materially affected by the
corporation's conduct
PUBLIC BENE...
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
COMPEN...
!
rationale for selecting the third party standard
the ways in which IT pursued general / SPECIFIC
public benefit
any circ...
!
AT LEAST EVERY 2 YEARS
TO SHAREHOLDERS
MAY ISSUE MORE FREQUENTLY
MAY MAKE PUBLICLY AVAILABLE
MAY USE THIRD PARTY STANDAR...
!
objectives the board of directors has established
to promote such public benefit
The standards USED TO MEASURE PUBLIC BE...
GUIDENCE
!
SET OUT A SPECIFIC PROCESS FOR CONSIDERING /
BALANCING STAKEHOLDER INTERESTS
APPOINT BENEFIT DIRECTOR
CLEAR NOTES ON BOA...
join the conversation
socentlaw.com
kyle@westawaylaw.com
@kylewestaway
Upcoming SlideShare
Loading in …5
×

Benefit corporation New York & Delaware

3,633 views

Published on

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

Published in: Law, Business, Health & Medicine
0 Comments
3 Likes
Statistics
Notes
  • Be the first to comment

No Downloads
Views
Total views
3,633
On SlideShare
0
From Embeds
0
Number of Embeds
2,802
Actions
Shares
0
Downloads
16
Comments
0
Likes
3
Embeds 0
No embeds

No notes for slide

Benefit corporation New York & Delaware

  1. 1. benefit corporation @kylewestaway
  2. 2. corporate evolution
  3. 3. BROADENS THE PURPOSE OF THE CORPORATION increaseS transparency / accountability a new class of corporation
  4. 4. PASSED IN 21 STATES + DC INTRODUCED IN 17 STATES RAPID ADOPTION
  5. 5. PURPOSE
  6. 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. 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. 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. 9. MUST OPERATE IN A responsible and sustainable manner. DE MANDATE
  10. 10. GOVERNANCE
  11. 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. 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. 13. ! PECUNIARY INTERESTS OF SHAREHOLDERS best interests of those materially affected by the corporation's conduct PUBLIC BENEFIT DE BALANCING ACT
  14. 14. ASSESSMENT
  15. 15. THIRD PARTY STANDARD REQUIRED ANNUAL ASSESSMENT NY ASSESSMENT
  16. 16. OBJECTIVE MEASUREMENT REQUIRED EVERY 2 YEARS DE ASSESSMENT
  17. 17. REPORTING
  18. 18. ! POST 120 DAYS AFTER CLOSE OF FISCAL YEAR TO SHAREHOLDERS, PUBLIC & STATE PUBLICLY AVAILABLE (EXCEPT OWNERSHIP AND COMPENSATION) NY BENEFIT REPORT
  19. 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. 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. 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. 22. GUIDENCE
  23. 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. 24. join the conversation socentlaw.com kyle@westawaylaw.com @kylewestaway

×