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Introduction to the Law of Corporations: Cases and Materials

Public Benefit Corporations

Sections 361-368

The following amendments to the Delaware corporation code were adopted in 2013 and provide for the establishment of public benefit corporations under the Delaware General Corporation Law. The main difference between a public benefit corporation and the traditional for profit corporation is the requirement that the public benefit identify some public benefit and then manage the corporation in a manner that balances profit with the best interests of those affected by the corporation's conduct as well as the specific public benefit identified in the certificate of incorporation. There are other differences, for example, although § 327 does not create any deminimis holding requirements for stockholders maintaining a derivative action in a traditional corporation, drafters of the code created deminimis requirements for stockholders of PBC's wishing to bring derivative actions (§ 367). 

An existing for profit corporation may convert to a public benefit corporation by amending its certificate of incorporation, in accordance with § 242 so that it comports with the requirements of § 362.