- [standard of conduct] “The board of directors shall manage or direct the business and affairs of the PBC in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit or public benefits identified in its certificate of incorporation.”
- [no duties to non-stockholders; standard of review] Directors of a PBC shall not, by virtue of the public benefit provisions or § 362(a), have any duty to non-stockholders and, “with respect to a decision implicating the balance requirement in subsection (a),” will satisfy their “fiduciary duties to stockholders and the corporation if such director’s decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.”
- [liability waiver, indemnification, etc.] A director’s ownership of or other interest in the PBC’s stock shall not alone create a conflict of interest in a decision implicating subsection (a)’s balancing requirement, except to the extent that such ownership or interest would create a conflict of interest if the corporation were not a PBC. In the absence of a conflict of interest, failure to satisfy that balancing requirement is not, for the purposes of § 102(b)(7) or § 145, an act or omission not in good faith, or a breach of the duty of loyalty, unless the charter so provides.