S-28521st-Century Business Act

What it does

• Sets a corporation’s purpose as pursuing its best interests while also benefiting wider society and the environment, in ways that fit its size and operations.
• Requires directors and officers to act honestly and in good faith to advance that purpose, and to consider shareholders, employees, retirees, creditors, consumers, governments, the environment, and long-term corporate interests.
• Requires annual reports to shareholders, the public, and the Director on the corporation’s impacts on society and the environment, including steps taken to reduce harm.
• Allows regulations to require use of a third-party standard to assess those impacts, and to set different reporting rules based on corporation size.
• Changes court and indemnity rules so actions and protections can turn on whether conduct advances the corporation’s purpose, and gives standing to some people acting for society or the environment.