[scottmmjackson]

Disclaimer: I'm an RStudio employee. But this post is my personal opinion and not representative of that of RStudio.

Separately, I'm also a licensed (non-practicing) attorney; despite that, this isn't legal advice.

Some of the things you've said are correct, but are kind of skipping a few important steps.

Buyout: Any corporate buyout, particularly of a Delaware corporation, opens the board up to scrutiny and requires the consent of the corporate constituency. In JJ's presentation he cited Revlon which is an example of a dispute over a buyout by a major shareholder. So, yes, technically benefit corporations can be bought out, but they must approve of the buyout using the corporate governance rules of a benefit corporation.

Converting to a benefit corporation isn't easy- you pretty much require unanimous shareholder consent and it's fairly close to the amount of consensus you need to convert to a pure nonprofit. Same with converting back to an "any lawful business purpose" corporation. So again, yes it's possible, but it's very unlikely unless something convinces basically everyone with a stake that it's worthwhile.

I'm not sure where you're getting that PBC status is not legally binding- I didn't see anything like that in the Harvard link. Corporate purpose statements have a very real legal effect. Would you mind explaining more about this statement? I want to make sure I'm not mistaken.

Note that the article you cite was written a year before the Delaware Benefit Corporation Law was signed by the governor- so some of the things it says might be a little speculative based on the legal realities at the time.

If you want to learn more in depth, I can recommend "Benefit Corporation Law & Governance" by Frederick Alexander.

[nathancahill]

Thanks for the thoughtful comment. It's an area I have been very interested in. Will look at that book.