[co-author: Eliza Chute, Law Clerk]
Since the 2013 adoption of a new subchapter to the Delaware General Corporation Law, which provided corporate entities the ability to be formed as, or convert into, a public benefit corporation, Delaware has been an attractive jurisdiction for incorporating as a PBC. Delaware defines a PBC as a corporation “that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner.” Notably, PBC directors are responsible for balancing profits with the PBC’s achievement of its stated public benefit and the interests of those materially affected by the PBC’s conduct.
Unlike many other states that adopted benefit corporation legislation with more stringent requirements, such as mandatory third party evaluations, benefit director and/or officer(s), and publicly available annual public benefit reports, the DGCL statute adopted by the Delaware legislature contained less onerous provisions. For example, under the DGCL PBC statute, third-party evaluations and benefit officer/director positions are optional and public benefit reports are only required to be made biannually and provided to a PBC’s stockholders.
The latest amendment to the DGCL, House Bill 341, was signed into law on July 16, 2020. In addition to addressing other matters, such as a corporation’s emergency powers, it amended four key provisions of the Delaware PBC statute. The ultimate result of these amendments is that Delaware has further solidified itself as the most friendly jurisdiction for those seeking to form or convert into a PBC. With respect to PBCs, the new amendment took the following actions:
 DGCL Title 8, Chapter 1, Subchapter XV.
 DGCL § 362
 The DGCL defines a “public benefit” broadly as any activity which has a positive effect or reduces the negative effects on persons, entities, communities or interests such as effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature.
 Subject to certain limitations pursuant to DGCL § 102(b)(7).