Maryland is now the first state with “benefit corporation” legislation, which requires companies formed under the act to consider stakeholder interests as part of the corporate mission. In addition, the law allows the benefit corporation to set a course to pursue specific public benefit purposes.  Examples include seeking carbon neutrality, giving 50% of profits to charity, and using only local suppliers. 

The law was supported and initially drafted by B Lab, which is “a nonprofit organization dedicated to using the power of business to solve social and environmental problems,” and William H. Clark, Jr., a partner at Drinker Biddle and Reath LLP, in Philadelphia.  Not ironically, Mr. Clark was also the primary drafter of the North Dakota Publicly Traded Corporations Act, a shareholder friendly governance option. Mr. Clark was hired in 2005 by a group of shareholder activists, including Carl Icahn, to draft the North Dakota act. 

I am not sure what think about this benefit corporation legislation.  I can understand how expressly stating such public benefits goals might have value and provide both guidance and cover for a board of directors.  However, I am skeptical it was necessary. 

Not to overstate its binding effects today, but we learned from Dodge v.