How Delaware Public Benefit Corporations Balance Profit and Mission

A Delaware public benefit corporation (PBC) is a for-profit company that names a specific public benefit in its certificate of incorporation. Its board must balance that benefit with shareholders’ financial interests and the interests of people materially affected by the company’s conduct. In other words, a PBC gives mission a defined place in corporate decision-making, but it does not make the company a charity or automatically put mission ahead of profit. 118

What makes a Delaware PBC different?

A traditional Delaware corporation does not have the PBC statute’s required three-way balancing duty. A PBC board, by contrast, must weigh three interests: stockholders’ pecuniary interests, the best interests of people materially affected by the corporation’s conduct, and the specific public benefit stated in its charter. The law does not assign a fixed priority or formula for balancing them. 119

That distinction matters when the interests conflict. A PBC board has an express legal basis to consider a mission-related or stakeholder impact alongside financial returns. But the charter’s stated benefit and the board’s balancing duty do not guarantee a particular outcome in an individual decision.

Anthropic and OpenAI: similar legal form, different oversight

Anthropic’s stated public benefit is the responsible development and maintenance of advanced AI for humanity’s long-term benefit. Its governance combines PBC status with a Long-Term Benefit Trust, which Anthropic describes as an independent body intended to help hold the company to its mission. The company says its board is elected by stockholders and the Trust.

OpenAI’s mission is to ensure that artificial general intelligence benefits all of humanity. Its operating business, OpenAI Group, is a PBC, while the OpenAI Foundation retains control and appoints the PBC’s board. That nonprofit control is an additional governance mechanism; it is not a feature required of every PBC.

The comparison is not necessarily static. In September 2026, Reuters reported that Anthropic was planning a new Founder LLC as part of its governance arrangements ahead of a possible IPO. The report described a plan, not a completed change, so it should not be treated as the final structure.

Public companies that have used the PBC structure

Examples of companies that have gone public as Delaware PBCs include Lemonade, Vital Farms, Warby Parker and Allbirds. These examples show that PBC status can coexist with public-market ownership; they do not establish that every company has the same mission or governance safeguards. 17

Reporting, enforcement and the difference from B Corp certification

Delaware law requires a PBC to provide its stockholders with a statement at least every two years describing how it has promoted its stated public benefit and balanced the required interests. The statutory reporting rule is a shareholder-reporting requirement; PBC status alone does not establish a universal public-reporting or independent-audit regime. 1

The balancing duty is not a general right for affected stakeholders to sue directors simply because their interests are involved. Delaware’s statute says directors do not, by virtue of the public-benefit provisions, owe a duty to an individual on account of that person’s interest in the stated benefit. Enforcement can include qualifying shareholder litigation, and the scope of those claims depends on the applicable legal rules and facts. 18

A PBC is also different from a Certified B Corp. PBC is a state-law corporate form; B Corp is a private certification administered by B Lab. A company can have one status without the other. 17

What the 2026 sale ruling does—and does not—settle

In Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P., decided July 29, 2026, Delaware’s Court of Chancery addressed PBC directors’ duties in a change-of-control transaction. The court concluded that the ordinary Revlon rule requiring directors to focus on maximizing sale price does not apply to PBCs in the same way, because PBC directors must balance the interests specified by statute. It dismissed the shareholders’ claims after finding they had not overcome the statutory safe harbor. 35

The decision does not mean that price is irrelevant or that every sale involving a PBC is immune from challenge. It is a first ruling on this issue, and questions about how courts will assess a board’s process and balancing in other circumstances remain open. 35