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ARTICLE · 21 OCTOBER 2026

MintzTech Connect: All Things Technology — October 2026

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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A Delaware Court of Chancery decision clarifies that public benefit corporation directors are not bound by traditional Revlon duties to maximize shareholder value in change-of-control transactions. This landmark ruling provides important guidance for founders, investors, and directors navigating the intersection of profit-driven objectives and mission-driven outcomes in the startup ecosystem.

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There is a growing overlap between profit-driven business objectives and broader social impact goals. As more founders and investors seek structures that accommodate both financial returns and mission-driven outcomes, public benefit corporations (PBCs) have become an increasingly important part of the startup landscape. In this edition of MintzTech Connect, we take a closer look at a landmark court decision that further defines the responsibilities and protections afforded to PBC directors.

Our featured article, “Delaware Court Confirms: PBC Directors Need Not Maximize Shareholder Value,” explores the Delaware Court of Chancery’s recent decision in Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P., the first judicial opinion interpreting the fiduciary duties of PBC directors in a change-of-control transaction. Dan DeWolf and Neelam Karamchandani analyze the court’s conclusion that traditional Revlon duties do not apply to PBCs and discuss the practical

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