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ANALYSIS: PBC Shareholder Proposals Lack Support—Here’s Why

July 29, 2022, 9:00 AM

Shareholder efforts to convert public companies into PBCs haven’t gained much traction in the past two years, despite ESG pushes for corporations to consider stakeholder interests (in addition to those of shareholders) in decision-making.

But so far shareholder efforts have focused almost exclusively on one particular corporate entity: Delaware corporations that are Business Roundtable (BRT) members, which might explain why their efforts are not paying off. Shareholders are basing their proposals for public benefit company conversions on BRT stakeholder commitments, which are merely expectations and not legal requirements for BRT members.

Stakeholder Consideration as a Legal Status

Shareholders often ...