Despite the facts and circumstances application of section 309, the duty of reasonable inquiry appears to have been expanded and rigidified for directors of benefit corporations. In order to pursue a general public benefit, directors of benefit corporations are required to “consider the impacts of any action or proposed action upon all of the following:
- The shareholders of the benefit corporation.
- The employees and workforce of the benefit corporation and its subsidiaries and suppliers.
- The interests of customers of the benefit corporation as beneficiaries of the general or specific public benefit purposes of the benefit corporation.
- 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.
- The local and global environment.
- 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 retaining control of the benefit corporation rather than selling or transferring control to another entity.
- The ability of the benefit corporation to accomplish its general, and any specific, public benefit purpose.” Cal. Corp. Code § 14620 (emphasis added).
Ultimately, section 14620 makes directors accountable for at least considering the broader impact of their decisions on stakeholders, which is what was intended by the statute. Directors, however, should be aware of the practical consequences of section 14620’s language, and should take the necessary steps to satisfy their new duties in order to avoid messy litigation over whether consideration was given to the listed stakeholders.