Effective August 1, 2015, Delaware makes it easier to become a Delaware public benefit corporation by:
- Reducing the required vote to become a benefit corporation from 90% to 2/3rds of the of the outstanding shares of stock in keeping with other states like California;
- Eliminating appraisal rights of shareholders by creating a “market out” when converting to or acquiring a benefit corporation as long as the stockholder has public stock before the amendment or merger (and after the merger). This mirrors similar Delaware law that provides that there is no appraisal right when there is a liquid market for the stock; and
- Making optional the former requirement that the corporate name contain the words “public benefit corporation” or “PBC” as long as the shareholders are otherwise informed that the company is a benefit corporation. In some instances other states found the designation insufficient to indicate benefit corporation status and were requiring the company to file a fictitious business name statement.