An Act To Provide for the Establishment of Benefit Corporations
Sec. 1. 13-C MRSA c. 18 is enacted to read:
§ 1801. Application and effect of chapter
§ 1802. Definitions
As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings.
(1) The individual; or
(2) An entity:
(a) Of which the individual is a director, an officer or a manager; or
(b) In which the individual owns beneficially or of record 5% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.
(1) In which the shareholders of every class or series are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series; and
(2) That requires the affirmative vote of the shareholders of each class or series entitled to cast at least 2/3 of the votes that all shareholders of the class or series are entitled to cast on the action; and
(1) In which the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity are entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series; and
(2) That requires the affirmative vote or consent of the holders described in subparagraph (1) entitled to cast at least 2/3 of the votes or consents that all of those holders are entitled to cast on the action.
(1) Is not controlled by the benefit corporation;
(2) Has access to necessary expertise to assess overall corporate social and environmental performance; and
(3) Uses a balanced, multi-stakeholder approach to develop the standard, including a reasonable public comment period; and
(1) The criteria considered when measuring the overall social and environmental performance of a business and the relative weightings, if any, of those criteria;
(2) The identity of the directors, officers, material owners and governing body of the entity that developed and controls revisions to the standard;
(3) The process by which revisions to the standard and changes to the membership of the governing body are made; and
(4) An accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.
§ 1803. Incorporation of benefit corporation
A benefit corporation must be incorporated in accordance with chapter 2, and its articles of incorporation must state that it is a benefit corporation.
§ 1804. Election of benefit corporation status
§ 1805. Termination of benefit corporation status
§ 1811. Corporate purposes
§ 1821. Standard of conduct for directors
The board of directors, committees of the board and individual directors of a benefit corporation may also consider other pertinent factors or the interests of any other group that they consider appropriate and may give priority to an interest or factor according to the benefit corporation's articles of incorporation.
§ 1822. Benefit director
If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in paragraphs A and B, the benefit director must provide in the report a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.
§ 1823. Standard of conduct for officers
§ 1824. Benefit officer
§ 1825. Right of action
(1) A person or group of persons that owned beneficially or of record at least 2% of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(2) A director;
(3) A person or group of persons that owned beneficially or of record 5% or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(4) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
§ 1831. Preparation of annual benefit report
(1) The ways in which the benefit corporation pursued a general public benefit during the year and the extent to which the general public benefit was created;
(2) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created;
(3) Any circumstances that have hindered the creation by the benefit corporation of a general public benefit or a specific public benefit; and
(4) The process and rationale for selecting or changing the 3rd-party standard used to prepare the benefit report;
(1) Applied consistently with any application of that standard in prior benefit reports; or
(2) Accompanied by an explanation of the reasons for any inconsistent application or the change to that standard from the one used in the immediately prior report;
§ 1832. Availability of annual benefit report
This bill creates a statutory framework that allows a corporation to elect to become a benefit corporation by explicitly stating in its articles of incorporation a general benefit purpose or one or more specific benefit purposes, which are other than maximizing shareholder value. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a 3rd-party standard, from the business and operations of the benefit corporation. A specific public benefit can be providing goods and services to underserved individuals and communities, the promotion of economic opportunities, protecting the environment, improving human health or other particular benefits to society or the environment.
A benefit corporation may be subject to a benefit enforcement proceeding for failing to pursue or create a general public benefit or a specific public benefit as set forth in its articles of incorporation, or for a violation of any obligation, duty or standard of conduct imposed.
A benefit corporation must make its annual benefit report available publicly and file it as an annual corporate report with the Secretary of State.