RLF offers a blog post summarizing the extensive 2020 amendments. The text of the bill as signed by the governor is here. The bill amends a number of important provisions:
- Improves the provisions governing emergency bylaws (useful in the coronavirus crisis era) by:
- Clarifying when such emergency bylaws may be invoked.
- Creating safe harbors for certain corporate actions taken during the emergency.
- Makes it easier for a conventional corporation to become a public benefit corporation (and vice versa). This provision is somewhat concerning in light of our discussion the other day of the problems PBCs have in making a credible commitment to their beneficial purpose.
- Clarifies the safe harbors for documents executed electronically.
- Clarifies which corporate officers are protected by the indemnification provision of section 145(c).
Skadden has a useful summary of the changes here.
Cydney Posner explores whether the changes to the PBC provisions will lead to a greater number of PBC IPOs.
These changes will be incorporated into the 2021 edition of the Klein, Ramseyer & Bainbridge Business Associations statutory supplement.
