Proposals to Transition to a Public Benefit Corporation

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Summary

The Shareholder Commons (TSC) helped proponents to file proposals at Tractor Supply and 3M, which request that the companies amend or consider amending their certificates of incorporation to become public benefit corporations, in light of their adoption of the Business Roundtable’s Statement on the Purpose of a Corporation (BRT Statement).

Business case

The Shareholder Commons (TSC) helped proponents to file proposals at Tractor Supply, 3M and several other companies, which request that the companies amend or consider amending their certificates of incorporation to become public benefit corporations, in light of their adoption of the Business Roundtable’s Statement on the Purpose of a Corporation (BRT Statement). The proposals note that the law of the companies’ U.S. states of incorporation precludes authentic commitment to the stakeholder model acclaimed in the BRT Statement, unless the corporations adopt benefit corporation law.

The amendment would not just benefit stakeholders. It also provides a better structure for  diversified shareholders. Conventional corporation law requires corporations to prioritize the interests of their shareholders, but this company-first approach fails to recognize that an individual company may profit from activity that undermines the social and environmental fabric upon which the vast majority of diversified shareholders depend. Beta stewardship goes hand-in-hand with the PBC structure.

3M (MMM): Proposal to Transition to a Public Benefit CorporationCompany No-Action Relief Letter; TSC Response to No-Action Relief Letter 

Alphabet (GOOGL): Proposal to Transition to a Public Benefit CorporationCompany No-Action Relief Letter 

Amazon (AMZN): Proposal to Transition to a Public Benefit Corporation; Company No-Action Relief Letter 

BlackRock (BLK): Proposal to Transition to a Public Benefit Corporation 

Caterpillar (CAT): Proposal to Transition to a Public Benefit Corporation

Facebook (FB): Proposal to Transition to a Public Benefit Corporation

S&P Global (SPGI): Proposal to Transition to a Public Benefit Corporation 

Salesforce (CRM): Proposal to Transition to a Public Benefit Corporation 

Tractor Supply (TSCO): Proposal to Transition to a Public Benefit Corporation; Company No-Action Relief Letter; TSC Response to No-Action Relief Letter 

UPS (UPS): Proposal to Transition to a Public Benefit Corporation 

Yelp (YELP): Proposal to Transition to a Public Benefit Corporation 

Collaboration details

Type
Shareholder resolution
Status
Completed
ESG theme
  • Governance
  • Social
Created on
Geography
Global
Attachments