M&A Under Delaware's Public Benefit Corporation Statute: A Hypothetical Tour
Harvard Business Law Review, v. 4, p. 255, 2014
27 Pages Posted: 22 Oct 2014
Date Written: October 20, 2014
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 public benefit corporations. The Article first examines appraisal rights, concluding that such rights will be generally available to stockholders in public benefit corporations, and noting the potential for ambiguity in defining "fair value" where the corporation’s purposes extend to public purposes as well as private profit. Next, the Article examines whether and to what extent "Revlon" duties and limitations on deal protection devices may be relaxed or modified in the context of the sale of a public benefit corporation. Finally, the Article examines whether and to what extent a commitment to promote the specified public purposes of a public benefit corporation can be made enforceable against the buyer of the corporation.
Keywords: Delaware, corporation law, public benefit corporations, B corporations, benefit corporations, mergers and acquisitions
JEL Classification: K22, M14, G34
Suggested Citation: Suggested Citation