Wilmington, DE (August 18, 2016) – Morris, Nichols, Arsht & Tunnell LLP, a leader in Delaware law, launched a series of Delaware legal practice ePublications. Available for download on MNAT.com, the ePubs afford the reader convenient access via mobile device or desktop. “This is another example of how we are providing our clients and... Continue Reading
The benefit corporation model has emerged in the last decade, having been adopted in a majority of U.S. states, and by over 3,500 corporations. This new governance model broadens the perspective of traditional corporate law by incorporating concepts of purpose, accountability and transparency with respect to all corporate stakeholders, not just stockholders. Delaware, the corporate domicile of most U.S. public companies, adopted legislation authorizing the creation of Delaware public benefit corporations in 2013, and since then, hundreds of PBCs have been formed in Delaware.
Benefit corporations provide an option that allows corporations to be structured for the purposes of creating both public benefit and profits. Morris Nichols attorneys are well-versed in the nuances of the Delaware benefit corporation law, as well its constituency statute precursor. Our attorneys advise clients setting up PBCs and provide guidance relating to PBC operation, including engagement with key constituencies and change in control situations. In addition, we provide counseling on PBC alternatives that can achieve a similar fiduciary model in a limited liability company or limited liability partnership.
PBCs have a critical role to play in the twenty-first century economy. Members of the group have authored a practical guidebook for understanding and optimizing Delaware’ model — the first comprehensive treatment of Delaware’s provisions.
Melissa A. DiVincenzo
James D. Honaker
Andrew M. Johnston
Eric S. Klinger-Wilensky
Daniel D. Matthews
Patricia O. Vella
On June 30, 2014, Morris Nichols partners Frederick H. Alexander and Melissa A. DiVincenzo will speak in a webinar on “Recent Changes to the Delaware General Corporation Law: Avoid the Risks; Reap the Benefits.” They will discuss a number of significant changes that have been proposed to take effect in August 2014 and explore how... Continue Reading
Over the last decade, corporate responsibility and sustainability has moved to the forefront. Large businesses have Chief Sustainability Officers and produce sustainability reports—indeed, more than 80% of the S&P 500 do so. Investors seek...
Ten or so years ago, the founders of B Lab, a tiny new nonprofit, had an audacious idea. They wanted to create a system that would allow for-profit businesses to account for their impact on all their stakeholders.
Shareholder activism is everywhere. In May, hedge fund Jana Partners pushed Whole Foods Market to overhaul its board, fix its operations and pursue “all avenues to shareholder value creation,” following a slump in its share price and stiff...
The New York Times recently took issue with Rex Tillerson, the President-elect’s nominee for Secretary of State, and the current CEO of ExxonMobil. Why? “Tillerson Put Company’s Needs Over U.S. Interests,” accused the front page headline. The...
Morris Nichols attorneys Rick Alexander, Eric Klinger-Wilensky and Melissa DiVincenzo published three guides on Delaware public benefit corporations for Practical Law Corporate & Securities. Their Delaware Public Benefit Corporation Practice...
In 2010, Maryland became the first state in the United States to adopt a benefit corporation statute, and since then 31 U.S. jurisdictions (along with Italy) have followed suit. In 2013, Delaware, the leading jurisdiction for incorporating in the...
A new form of corporate governance — the benefit corporation model — has been adopted in 31 U.S. jurisdictions, including Delaware, and on the international scene. Benefit corporation statutes allow corporations to opt into a governance model...
Frederick H. Alexander, “Delaware Public Benefit Corporations: Widening the Aperture to Broaden the Corporate Mission,” The Journal of Applied Corporate Finance (forthcoming)
Frederick H. Alexander, “Mission Alignment and Benefit Corporations: Requiring Companies to Build Value for All Stakeholders,” 2016 ICGN Yearbook, (forthcoming)
The Public Benefit Corporation Guidebook: Understanding and Optimizing Delaware’s Benefit Corporation Governance Model
Frederick H. Alexander, “The Public Benefit Corporation Guidebook: Understanding and Optimizing Delaware’s Benefit Corporation Governance Model,” (2016)
In recent weeks, benefit corporations have been in the news. First KickStarter, a well-known funding platform for creative projects, announced that it had amended its charter to become a benefit corporation. Paul Polman, CEO of Unilever announced he...
Frederick H. Alexander, “Why More Businesses Are Considering The B Corp. Model,” Law360 (October 22, 2015)
On April 2, 2015, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law which, if approved by the Executive Committee of the DSBA, will be proposed to the state...
Frederick H. Alexander, “Benefit Corporations in the Public Markets,” Agenda (2015)
Noting the enthusiastic initial response to Delaware’s 2013 public benefit corporation statute, this Article presents a series of hypotheticals as vehicles for comment on issues that are likely to arise in the context of mergers and acquisitions of...
Frederick H. Alexander, “Doing Well While Doing Good: New Delaware Law Authorizes “Public Benefit” Corporations,” Delaware Corporate & Legal Services Blog (November 8, 2013)
Beginning on August 1, 2013, the Delaware General Corporation Law will authorize the formation of public benefit corporations. The new provisions will allow entrepreneurs and investors to create for-profit Delaware corporations that are charged with...