N.Y. Business Corporation Law § 1707: Standard of conduct for directors and officers

§ 1707. Standard of conduct for directors and officers.

(a) In discharging the duties of their respective positions, the board

of directors, committees of the board and individual directors and

officers of a benefit corporation:

(1) shall consider the effects of any action upon:

(A) the ability for the benefit corporation to accomplish its general

and any specific public benefit purpose;

(B) the shareholders of the benefit corporation;

(C) the employees and workforce of the benefit corporation and its

subsidiaries and suppliers;

(D) the interests of customers as beneficiaries of the general or

specific public benefit purposes of the benefit corporation;

(E) community and societal considerations, including those of any

community in which offices or facilities of the benefit corporation or

its subsidiaries or suppliers are located;

(F) the local and global environment; and

(G) the short-term and long-term interests of the benefit corporation,

including benefits that may accrue to the benefit corporation from its

long-term plans and the possibility that these interests may be best

served by the continued independence of the benefit corporation;

(2) may consider:

(A) the resources, intent and conduct (past, stated and potential) of

any person seeking to acquire control of the corporation; and

(B) any other pertinent factors or the interests of any other group

that they deem appropriate; and

(3) shall not be required to give priority to the interests of any

particular person or group referred to in subparagraphs one and two of

this paragraph over the interests of any other person or group unless

the benefit corporation has stated its intention to give priority to

interests related to a specific public benefit purpose identified in its

certificate of incorporation.

(b) The consideration of interests and factors in the manner required

by paragraph (a) of this section:

(1) shall not constitute a violation of the provisions of sections

seven hundred fifteen or seven hundred seventeen of this chapter; and

(2) is in addition to the ability of directors to consider interests

and factors as provided in section seven hundred seventeen of this

chapter.

(c) A director does not have a fiduciary duty to a person that is a

beneficiary of the general or specific public benefit purposes of a

benefit corporation arising from the status of the person as a

beneficiary, unless otherwise stated in the certificate of incorporation

or the bylaws of the benefit corporation.