Benefit Corporation Governance

Morris Nichols has authored a practical guidebook for understanding and optimizing Delaware’s public benefit corporation model.

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.



Morris Nichols Unveils Thought Leadership ePub Companions

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, 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


Recent Changes to the Delaware General Corporation Law: Avoid the Risks; Reap the Benefits

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


Delaware Public Benefit Corporation Practice Note, Standard Clause & Conversion Checklist

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...

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