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by Frederick Alexander
Benefit Corporation Law and Governance
Cover
Title Page
Copyright Page
Dedication
Contents
Foreword
Preface
Introduction: A Corporate Lawyer’s Journey
Part I: Shareholder Primacy and Its Discontents
Chapter One: Corporations and Investors
Chapter Two: Fiduciary Duties for Conventional Corporations
Chapter Three: Standards of Review
Chapter Four: The Responsible Investing Movement
Part II: Governing for Stakeholders
Chapter Five: The Model Benefit Corporation Legislation
Chapter Six: The Delaware Public Benefit Corporation Statute
Chapter Seven: Operating Benefit Corporations in the Normal Course
Chapter Eight: Operating Benefit Corporations in Extraordinary Situations
Part III: Other Paths
Chapter Nine: Constituency Statutes
Chapter Ten: Could a Conventional Corporation Adopt Stakeholder Values?
Chapter Eleven: Limited Liability Companies and Social Purpose Corporations
Epilogue
Appendix A: Model Benefit Corporation Legislation (with Explanatory Comments)
Appendix B: Delaware General Corporation Law Subchapter XV
Appendix C: Quick Guide to Becoming a Delaware PBC
Appendix D: Public Benefit Corporation Charter Provisions
Appendix E: Quick Guide to Appraisal for Public Benefit Corporations
Appendix F: Rubric for Board Decision Making of a Delaware Public Benefit Corporation
Appendix G: Stakeholder Governance Provisions for a Delaware LLC
Notes
Further Reading
Index
About the Author
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Benefit Corporation Law and Governance
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