Shareholders cannot sue Anthropic for failing to maximize financial returns when those conflict with its public benefit.

Judge as of 2022-03-04 against applicable PBC law (Delaware). True if the law bars shareholders from suing the PBC or its directors for failing to maximize financial returns when they pursued the public benefit. Mostly true if such suits are effectively barred where directors' decisions were informed and disinterested balancing decisions, with only minor procedural exceptions. Mostly false if shareholders retain a real right to sue (e.g. derivative suits under §367 by holders meeting ownership thresholds to enforce the balancing duty), so that director protection is substantial but the claim that shareholders 'can't' sue overstates it. False if shareholders can sue PBC directors for not maximizing returns on essentially the same basis as in a standard corporation.

Set before the research began.

1. E1 § 365. Duties of directors Justia Law (Delaware Code, 2014 version) · 2014

   “will be deemed to satisfy such director's fiduciary duties to stockholders and the corporation if such director's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.”

2. E2 § 367. Derivative suits Justia Law (Delaware Code, 2014 version) · 2014

   “may maintain a derivative lawsuit to enforce the requirements set forth in § 365(a) of this title.”

3. E3 § 365. Duties of directors Justia Law (Delaware Code, 2014 version) · 2014

   “The board of directors shall manage or direct the business and affairs of the public benefit corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation's conduct, and the specific public benefit or public benefits identified in its certificate of incorporation.”

4. E4 M&A UNDER DELAWARE'S PUBLIC BENEFIT CORPORATION STATUTE: A HYPOTHETICAL TOUR Harvard Business Law Review (authors Alexander, Hamermesh, Martin, Monhait) · 2014

   “Indeed, only significant stockholders can file suit to challenge the directors’ pursuit of the PBC’s stated public benefit.”

Delaware PBC law requires directors to balance stockholders' pecuniary interests against the public benefit (E3). A balancing decision that is informed and disinterested is deemed to satisfy their fiduciary duties (E1). However, §367 expressly allows a derivative suit to enforce that balancing requirement (E2), and commentary notes that significant stockholders can sue (E4). Directors are substantially protected, but shareholders keep a real right to sue, so saying they 'can't' sue overstates the law, which matches the criteria's definition of mostly false.