Benefit Corporation White Paper

摘要

In the last two years, a number of U.S. jurisdictions have adopted provisions allowing corporations to opt in to a legal structure that expressly expands the purpose of the corporation beyond advancing the pecuniary interests of its shareholders. These provisions allow or require directors to consider environmental, societal, or other impacts of corporate activity, even at the expense of shareholder value. Corporations adopting such expanded purposes are known as "benefit corporations." These provisions raise similar issues to those raised by "other constituencies" statutes, which were addressed in a white paper drafted by the Committee in 1990. This white paper discusses (1) the background relevant to these provisions, (2) the Committee's prior treatment of other constituencies statutes, (3) the content of the benefit corporation provisions, (4) less rigorous alternatives to the benefit corporation adopted in three states, and (5) a list of factors that should be considered by statutory drafters in determining whether to include a benefit corporation provision in a jurisdiction's general corporation law. The paper concludes with a description of provisions the Committee believes would be appropriate for states following the Model Business Corporation Act (the "MBCA") to adopt if they determine to include benefit corporation provisions in their statute. The provisions are included as Appendix A.