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Statutes Text

Article - Corporations and Associations


    (a)    A director of a benefit corporation, in performing the duties of a director, including the director’s duties as a member of a committee and in addition to the duties described in § 2–405.1 of this article:

        (1)    In determining what the director reasonably believes to be in the best interests of the benefit corporation, shall consider the effects of any action, or decision not to act, on:

            (i)    The stockholders of the benefit corporation;

            (ii)    The employees and workforce of the benefit corporation and the subsidiaries and suppliers of the benefit corporation;

            (iii)    The interests of customers as beneficiaries of the general or specific public benefit purposes of the benefit corporation;

            (iv)    Community and societal considerations, including those of any community in which offices or facilities of the benefit corporation or the subsidiaries or suppliers of the benefit corporation are located; and

            (v)    The local and global environment; and

        (2)    May consider any other pertinent factors or the interests of any other group that the director determines are appropriate to consider.

    (b)    A director of a benefit corporation, in the performance of duties in that capacity, does not have any duty to a person that is a beneficiary of the public benefit purposes of the benefit corporation.

    (c)    A director of a benefit corporation, in the reasonable performance of duties in accordance with the standard provided in this subtitle, shall have the immunity from liability described in § 5–417 of the Courts Article.

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