RStudio becomes a public benefit corporation

Yes of course. Yet usually it's focused on their product or service and profitability. I'm guessing since a public benefit corporation would have a different focus that is more end-user facing.

My head is spinning. I am certain I heard about this weeks ago. I don't think it was through a backchannel or a rumor mill—I thought I had read something official about it. In fact, I've spoken to people several times about it, most recently yesterday. And when they expressed surprise, I went looking for the official announcement, and I couldn't find one.

Is it possible that RStudio Inc. made a soft announcement that they later pulled for re-tooling? Or perhaps my memory is faulty and I did just hear about it through a back channel. Obviously this is something that takes time to plan and execute so it has been in the works for awhile.

Disclaimer: I'm an RStudio employee. But this post is my personal opinion and not representative of that of RStudio.

Separately, I'm also a licensed (non-practicing) attorney; despite that, this isn't legal advice.

Some of the things you've said are correct, but are kind of skipping a few important steps.

Buyout: Any corporate buyout, particularly of a Delaware corporation, opens the board up to scrutiny and requires the consent of the corporate constituency. In JJ's presentation he cited Revlon which is an example of a dispute over a buyout by a major shareholder. So, yes, technically benefit corporations can be bought out, but they must approve of the buyout using the corporate governance rules of a benefit corporation.

Converting to a benefit corporation isn't easy- you pretty much require unanimous shareholder consent and it's fairly close to the amount of consensus you need to convert to a pure nonprofit. Same with converting back to an "any lawful business purpose" corporation. So again, yes it's possible, but it's very unlikely unless something convinces basically everyone with a stake that it's worthwhile.

I'm not sure where you're getting that PBC status is not legally binding- I didn't see anything like that in the Harvard link. Corporate purpose statements have a very real legal effect. Would you mind explaining more about this statement? I want to make sure I'm not mistaken.

Note that the article you cite was written a year before the Delaware Benefit Corporation Law was signed by the governor- so some of the things it says might be a little speculative based on the legal realities at the time.

If you want to learn more in depth, I can recommend "Benefit Corporation Law & Governance" by Frederick Alexander.

That's only true if by "maximize" you don't mean anything like the mathematical maximization of a function.

Due to the "business judgement" rule, the management of a for-profit company gets to do business just about any way they want without any legal constraint; all they need is some reasonable rationale for why it might somehow, in the long term, benefit shareholders.

This includes giving stuff away and selling stuff for a loss, as many unicorns do. It includes paying employees very well, as some companies do. It includes making donations to charity. It includes either sticking to their original business, or deciding to spend a lot of money breaking into a new business.

In practice, shareholder primacy happens less because of what's legally required and more because many companies have management and employees who are shareholders. If the company stock goes up, the employees do well, and this promotes a culture where people try to make the stock go up.

For daily business, sure, a lot of public benefit can be justified monetarily. Of course, there are exceptions, and a PBC would be allowed greater ability to choose.

As I understand, another big benefit is the ability to use public benefit as a protection from hostile takeovers from companies that might undermine the PBC's social mission.