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Corporate Governance Public Benefit Corporation

Royer Cooper Cohen Braunfeld LLC

To “B” or Not to “B” a Benefit Corporation *

As counsel for many socially-conscious businesses, perhaps the most frequent early-stage question we field from entrepreneurs is whether they should organize their business as a traditional business entity (such as a...more

Allen Matkins

In Determining Whether A Corporation Qualifies As A Religious Corporation, Words Speak Louder Than Actions.

Allen Matkins on

California readers most likely are aware of the fact that California's nonprofit corporate law is triadic.  Thus, it possible to organize a nonprofit corporation as a public benefit corporation, a mutual benefit corporation...more

Allen Matkins

For How Long Is That Proxy Valid?

Allen Matkins on

Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.  This is a reflection of the fact that proxies...more

Allen Matkins

Is It Possible That Some Possibilities Are Unreasonable?

Allen Matkins on

Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting...more

Farella Braun + Martel LLP

Nonprofit Basics: How To Wind up a California Charity

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 49 of EO Radio Show summarizes the steps to wind up a charity that is a nonprofit corporation registered and operating in California....more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Robins Kaplan LLP

The ABCs of PBCs: How This Relatively New Corporate Form Mandates a Broader View of Business

Robins Kaplan LLP on

Socially beneficial causes now play a large role in consumers’ and employees’ decision-making. A recent survey from 2021 shows that 44% of millennials and 49% of Gen Zers reported making choices about the type of work they...more

Allen Matkins

Must A Nonprofit Abnegate Private Gain?

Allen Matkins on

The California Corporations Code includes provisions governing a wide variety of nonprofit organizations.  However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious...more

Morrison & Foerster LLP

Unique Considerations for Lending to a Delaware Public Benefit Corporation

In 2013, following in the footsteps of California, Delaware introduced a new corporate form that could be chosen by companies organized under its state law – the public benefit corporation (PBC). This type of corporation is...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Wilson Sonsini Goodrich & Rosati

Converting to a Delaware Public Benefit Corporation: Lessons from Experience

The past two years have seen a dramatic shift in practice relating to the Delaware public benefit corporation (the PBC)—a corporate form that requires the board of directors to balance stockholders' monetary interests, the...more

Barnea Jaffa Lande & Co.

Conditions for Amutot and PBCs to Engage with Israeli State Institutions

Barnea Jaffa Lande & Co. on

Up until today, pursuant to an Israeli government resolution dating back to 2001, NPOs (such as Amutot and public-benefit companies) that did not possess a certificate of proper management could not engage with government...more

Holland & Knight LLP

Sociedades de Beneficio e Interés Colectivo (BIC) en Colombia

Holland & Knight LLP on

La Ley 1901 de 2018 de Colombia consagra la posibilidad de que aquellas sociedades que además del beneficio e interés de sus accionistas, actúen en procura del interés de la colectividad y del medio ambiente, adopten la...more

Faegre Drinker Biddle & Reath LLP

Shareholder Proposals Requesting Conversion to Public Benefit Corporations: A Fleeting Trend or the Future?

In the past year, at least 16 public companies1 received shareholder proposals requesting they convert to benefit corporations. Benefit corporations (known in Delaware as public benefit corporations or “PBCs”) are for-profit...more

Mintz - Energy & Sustainability Viewpoints

Public Benefit Corporations and the SPAC Surge

In Mintz’s recent article—“Public Benefit Corporations are Going Public,”—we predicted that, as Special Purpose Acquisition Companies (“SPACs”) reemerge as an alternative to initial public offerings (“IPOs”), Public Benefit...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

Cooley LLP

Blog: In a first, a traditional corporation converts to a PBC—will it spark a trend?

Cooley LLP on

For several years, we’ve witnessed a fierce debate regarding the extent to which, in making decisions, boards of traditional corporations may take into account constituencies or stakeholders other than shareholders, such as...more

Goodwin

New Amendment to Delaware General Corporation Law Solidifies Delaware’s Status as Welcoming of Benefit Corporations

Goodwin on

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...more

Bennett Jones LLP

British Columbia Introduces Benefit Companies

Bennett Jones LLP on

On June 30, 2020, British Columbia became the first Canadian jurisdiction to allow for the establishment of "benefit companies" by introducing amendments to the Business Corporations Act (British Columbia)....more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporate Law Amendments Address Emergency Powers, Public Benefit Corporations and Other Matters

On June 23, 2020, the Delaware General Assembly adopted amendments to the Delaware General Corporation Law (DGCL) proposed by the Delaware State Bar Association, including provisions confirming certain powers that a board of...more

Cooley LLP

Blog: Will there be a renewed interest in IPOs of public benefit corporations?

Cooley LLP on

I can think of only one public company that is currently a Delaware Public Benefit Corporation. That’s Laureate Education, which initially filed with the SEC in 2015 and went effective in 2017. (See this PubCo post.) Now,...more

Tucker Arensberg, P.C.

Avoiding Conflicts of Interest on the Board of Directors

Tucker Arensberg, P.C. on

For profit and non profit corporations are governed to benefit a corporation and its shareholders or, from the non profit perspective, its charitable purpose/members. Conflicts of interest present significant ethical hurdles...more

Barnea Jaffa Lande & Co.

Israeli Registrar of Amutot Eases Reporting Obligations for Amutot and Public Benefit Companies (PBCs)

Following the guidelines that the Israeli Corporations Authority (ICA) has issued on March 2020, inter alia, regarding easements in the annual reporting dates applying on Amutot and PBCs, in light of the coronavirus outbreak...more

Cooley LLP

Blog: FAQ - Delaware Public Benefit Corporations

Cooley LLP on

What is a Delaware public benefit corporation? A Delaware public benefit corporation (PBC) is a for-profit corporation intended to produce a public benefit and operate in a responsible and sustainable manner. A PBC must be...more

McDermott Will & Emery

Corporate Law & Governance Update - November 2019

McDermott Will & Emery on

LAWYER SPOTLIGHT ON CORPORATE PURPOSE - Board and executive leadership of large nonprofit health systems should note evolving trends concerning corporate social responsibility (CSR), corporate purpose and corporate...more

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