2013 New York Consolidated Laws
BSC - Business Corporation
Article 17 - (1701 - 1709) BENEFIT CORPORATIONS
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.