Assertion Supported AI assessment confidence: 95% certainty 4/5 debate potential 2/5

Zwillinger: Corporate charter legally binds Allbirds management to environmental responsibility

Joey Zwillinger · Allbirds: Tim Brown & Joey Zwillinger · Jun 10, 2019 · at 59:26

Joey Zwillinger explains how Allbirds structured its corporate charter to protect its sustainability mandate.

0:00 / 0:21exact quote · 21.6s

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“Our charter says we have a fiduciary responsibility to our shareholders, and we have a equal responsibility to the environment. And so if Tim or I are no longer in the business, and some other person takes over, ah, they still have a responsibility to do what our charter says, unless they get two thirds of our shareholders to vote and say that they don't care about the environment.”

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The claim, plainly

Allbirds' corporate charter legally mandates an equal responsibility to the environment alongside fiduciary duties to shareholders, requiring a two-thirds shareholder vote to alter.

a quote alone can be ambiguous, so this restates it with the references and context of the conversation around it resolved. AI-written; the tape below the player is the source.

Assessment

As of June 10, 2019, Allbirds was incorporated in Delaware as a Public Benefit Corporation (PBC), having amended its Certificate of Incorporation in February 2016. Under Article III of its charter and Delaware General Corporation Law (DGCL § 362 and § 365), its directors are legally mandated to balance the pecuniary interests of shareholders with the specific public benefit of environmental conservation. Furthermore, under DGCL § 363(c) at the time of the statement in June 2019, terminating PBC status or amending its public benefit purpose statutorily required a two-thirds supermajority shareholder vote (a threshold Delaware later lowered to a simple majority in July 2020).

Allbirds amended its Certificate of Incorporation in February 2016 under DGCL Subchapter XV to establish PBC status with a specific public benefit purpose of 'environmental conservation'.
DGCL § 365(a) legally requires directors of a Delaware PBC to balance shareholder financial returns with the identified public benefit and affected stakeholders.
As of June 2019, DGCL § 363(c) required a two-thirds (66⅔%) shareholder vote to remove PBC status or alter the public benefit purpose in the certificate of incorporation.

Checked against

[1] sec.gov [2] sec.gov [3] delaware.gov [4] dwt.com [5] gcs-web.com [6] moomoo.com [7] sec.gov [8] delaware.gov

Allbirds public benefit corporation Delaware charter environmental fiduciary duty two thirds "Allbirds, Inc." "public benefit corporation" "Delaware" "environmental conservation" "Certificate of Incorporation" Delaware public benefit corporation 363 two thirds voting requirement amendment

assessed as of 2026-09-03

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