On September 30, 2021, United Therapeutics Corporation announced that it has officially converted to a public benefit corporation (PBC) following shareholder approval of its proposal to amend its charter at its Special Meeting of Shareholders. It is the first PBC conversion of a publicly traded biotech or pharmaceutical company. Wilson Sonsini Goodrich & Rosati is advising United Therapeutics in the matter, in collaboration with Gibson Dunn & Crutcher LLP.

A PBC is a for-profit corporation that, while creating value for shareholders, must also consider the best interests of those materially affected by the company's conduct and the specific public benefit that it chooses to adopt in its charter. PBCs are intended to produce public benefits and to operate in a responsible and sustainable manner.

United Therapeutics’ conversion to a PBC aligns its legal charter with its longstanding practices of improving patients’ health, enhancing employee engagement, attracting top talent, promoting healthy communities, and addressing important sustainability priorities through its use of green-building technologies, while simultaneously delivering strong shareholder returns.

The company has a proven track record of value creation, along with six years of experience operating its Lung Biotechnology PBC subsidiary (the first-ever PBC subsidiary of a publicly traded biopharmaceutical company), so it understands this corporate form well. This PBC conversion initiative was led by the Nominating and Governance Committee of United Therapeutics’ board of directors.

Wilson Sonsini’s representation of United Therapeutics in this matter means that the firm has been involved in the conversions of the two largest public companies that have transitioned from being a traditional Delaware corporation to being a Delaware public benefit corporation, following our representation of Veeva Systems in its December 2020 PBC conversion.

The Wilson Sonsini team advising United Therapeutics includes partners Richard Blake, Amy Simmerman, and Ryan Greecher, and associate Brian Currie.

For additional details, please refer to United Therapeutics’ press release.