§ 1707 — Standard of conduct for directors and officers

§ 1707. Standard of conduct for directors and officers.\n (a) In discharging the duties of their respective positions, the board\nof directors, committees of the board and individual directors and\nofficers of a benefit corporation:\n (1) shall consider the effects of any action upon:\n (A) the ability for the benefit corporation to accomplish its general\nand any specific public benefit purpose;\n (B) the shareholders of the benefit corporation;\n (C) the employees and workforce of the benefit corporation and its\nsubsidiaries and suppliers;\n (D) the interests of customers as beneficiaries of the general or\nspecific public benefit purposes of the benefit corporation;\n (E) community and societal considerations, including those of any\ncommunity in which offices or facilities of the benefit corporation or\nits subsidiaries or suppliers are located;\n (F) the local and global environment; and\n (G) the short-term and long-term interests of the benefit corporation,\nincluding benefits that may accrue to the benefit corporation from its\nlong-term plans and the possibility that these interests may be best\nserved by the continued independence of the benefit corporation;\n (2) may consider:\n (A) the resources, intent and conduct (past, stated and potential) of\nany person seeking to acquire control of the corporation; and\n (B) any other pertinent factors or the interests of any other group\nthat they deem appropriate; and\n (3) shall not be required to give priority to the interests of any\nparticular person or group referred to in subparagraphs one and two of\nthis paragraph over the interests of any other person or group unless\nthe benefit corporation has stated its intention to give priority to\ninterests related to a specific public benefit purpose identified in its\ncertificate of incorporation.\n (b) The consideration of interests and factors in the manner required\nby paragraph (a) of this section:\n (1) shall not constitute a violation of the provisions of sections\nseven hundred fifteen or seven hundred seventeen of this chapter; and\n (2) is in addition to the ability of directors to consider interests\nand factors as provided in section seven hundred seventeen of this\nchapter.\n (c) A director does not have a fiduciary duty to a person that is a\nbeneficiary of the general or specific public benefit purposes of a\nbenefit corporation arising from the status of the person as a\nbeneficiary, unless otherwise stated in the certificate of incorporation\nor the bylaws of the benefit corporation.\n