This is the fourth in a series of client advisories to commemorate the 5th anniversary of the MA benefit corporation statute
Quick Reference Chart – Delaware versus Massachusetts
While the convenience of organizing in Massachusetts may ultimately outweigh the flexibility of organizing under the Delaware public benefit corporation statute, an aspiring social entrepreneur based in Massachusetts should consider the following factors when determining whether to incorporate in Massachusetts or Delaware.
An aspiring social entrepreneur located in a state that has adopted benefit corporation legislation based on the model statute (as opposed to the Delaware statute) may also find the following chart relevant to his or her decision making.
First, there are several similarities between the two statutes:
The Massachusetts benefit corporation statute includes several requirements that are not imposed under Delaware law. Notably, the decision making required of directors follows a somewhat formulaic approach that involves consideration of a fixed list of stakeholders in connection with all corporate decisions.
The Delaware statute provides greater flexibility and fewer requirements in connection with public benefit corporations. This is especially notable in connection with the balancing requirement by which directors of a Delaware public benefit corporation fulfill their fiduciary duties when making corporate decisions and managing he corporation – in contrast to the more formulaic approach under Massachusetts law.
If you would like more information regarding benefit corporations, please contact Sharon C. Lincoln or your Casner & Edwards lawyer.