In this article, Dan DeWolf and Neelam Karamchandani discuss the Delaware Court of Chancery’s landmark Drakes Landing decision, which held that Public Benefit Corporation (PBC) directors are not required to maximize shareholder value in change-of-control transactions. Instead, PBC boards must balance shareholder interests, stakeholder impacts, and the company’s stated public benefit, while benefiting from statutory safe-harbor protections when acting on an informed and disinterested basis. The decision provides founders and directors with greater flexibility to preserve mission-driven objectives in M&A transactions, while underscoring the importance of documenting the board’s balancing process.