Becoming A Public Benefit Corporation
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Becoming A Public Benefit Corporation
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Author : Michael B. Dorff , J.D.
language : en
Publisher: Stanford University Press
Release Date : 2023-11-21
Becoming A Public Benefit Corporation written by Michael B. Dorff , J.D. and has been published by Stanford University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2023-11-21 with Business & Economics categories.
There are now over 10,000 benefit corporations and public benefit corporations in the United States, including at least fifteen public companies. This is the authoritative guide for leaders, advisors, and board members. Entrepreneurs and leaders often have an inspiring vision for how their business can not only make money for shareholders, but also benefit society. In recent years a new legal structure has emerged, the "Benefit Corporation" or "Public Benefit Corporation," which helps organizations make this ethical vision a legally authorized and protected reality. Companies like Patagonia, Kickstarter, Warby Parker, Danone North America, Allbirds, and King Arthur Baking have become benefit corporations to help advance both their business and their broader mission. Rather than narrowly maximizing profits, they consider their business' impact on employees, customers, suppliers, the environment and others. The goal of benefit corporations like these is to foster a new, more humane, and sustainable capitalism by pursuing both profits and mission. Benefit corporation status helps protect the company mission even when leadership changes—and in the face of pressure from investors, shareholders, bankers and lenders. Becoming a Public Benefit Corporation explains this exciting new type of corporation, when it makes sense, and how becoming a benefit corporation can help leaders and organizations balance the tradeoffs between profits and mission. Law professor and corporate governance expert Michael B. Dorff also covers the weaknesses of benefit corporations, arguing that the enforcement mechanisms around benefit corporations are currently too weak to prevent "purpose washing." With examples from top companies, the book shows mission-driven leaders, board members, and advisors how to use the benefit corporation structure to make the world a better place.
Benefit Corporation Law And Governance
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Author : Frederick Alexander
language : en
Publisher: Berrett-Koehler Publishers
Release Date : 2017-10-16
Benefit Corporation Law And Governance written by Frederick Alexander and has been published by Berrett-Koehler Publishers this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017-10-16 with Business & Economics categories.
Corporations with a Conscience Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.
New York Welcomes Social Entrepreneurship With The Benefit Corporation
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Author : Frank G. Colella
language : en
Publisher:
Release Date : 2020
New York Welcomes Social Entrepreneurship With The Benefit Corporation written by Frank G. Colella and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2020 with categories.
On December 12, 2011, New York became the seventh state to authorize formation of a Benefit Corporation, a new business entity that seeks to provide a “general public benefit.” The Benefit Corporation, or “B Corporation,” is a hybrid business entity that falls between the for-profit and not-for-profit models. It seeks to create both economic wealth for its shareholders and, simultaneously, provide a benefit to society. The B Corporation imposes an affirmative duty on its officers and directors to further a general public benefit. But, unlike the traditional not-for-profit entity, the B Corporation can distribute profits to its shareholders.The legislation added a new Article 17 to the Business Corporation Law (BCL) that, in addition to listing the statutory requirements for the formation, provides an operational and reporting framework for the new entity. Key among the new requirements are the annual reporting obligation (what public benefit has the corporation provided) and the "bench- marking" provision (the reported public benefit must be measured against an independent third-party standard). Apart from the B Corporation provisions, the BCL itself was amended to clarify the new fiduciary duties imposed on the directors of a Benefit Corporation.
Opting Out Of Shareholder Primacy
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Author : David G. Yosifon
language : en
Publisher:
Release Date : 2019
Opting Out Of Shareholder Primacy written by David G. Yosifon and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2019 with categories.
The central command of corporate governance law is that directors must serve the shareholder interest. Directors may not sacrifice shareholder value in favor of other stakeholders or values. In this Article, I examine whether this rule is mandatory, or merely a default rule which can be altered through private ordering. I argue that Delaware's corporate law, the most important corporate law in the United States, should be understood to have long-permitted deviation from shareholder primacy by charter specification. This conclusion, however, is at least complicated by the recent legislative creation of the Public Benefit Corporation (PBC). The PBC is a new form of business organization that explicitly charges directors with balancing the interests of shareholders and non-shareholders in corporate operations. The PBC innovation may lead judges to conclude that if corporate promoters want to deviate from shareholder primacy, they must do so by using the Public Benefit Corporation. The organizational and governance requirements of the PBC are highly particular, and most of its important features are mandatory. Thus, the Public Benefit Corporation may inadvertently have narrowed flexibility in the creation of corporations that alter the shareholder primacy norm, rather than expanded it, as the PBC's proponents and many commentators have presumed.A more desirable interpretation, however, is that private-ordering of corporate beneficiary is still permitted under the Delaware General Corporation Law, and that the PBC is merely one alternative structure - a non-exclusive “menu option” - which promoters seeking alternatives to shareholder wealth maximization may find convenient to use. I urge judges to adopt this second interpretation, and I urge Delaware lawmakers to clarify their intentions to avoid jurists adopting the view that the PBC is the exclusive path to multi-stakeholder governance.
Social Enterprise Law
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Author : Dana Brakman Reiser
language : en
Publisher: Oxford University Press
Release Date : 2017
Social Enterprise Law written by Dana Brakman Reiser and has been published by Oxford University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017 with Business & Economics categories.
description de l'éditeur: By providing a comprehensive survey of the U.S. laws and a bold vision for how legal institutions across the globe could be reformed, Social Enterprise Law offers new insights and approaches to help social enterprises raise the capital they need to flourish. It offers a rich guide for students, entrepreneurs, investors, and practitioners
Better Business
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Author : Christopher Marquis
language : en
Publisher: Yale University Press
Release Date : 2020-09-13
Better Business written by Christopher Marquis and has been published by Yale University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2020-09-13 with Business & Economics categories.
A compelling look at the B Corp movement and why socially and environmentally responsible companies are vital for everyone’s future Businesses have a big role to play in a capitalist society. They can tip the scales toward the benefit of the few, with toxic side effects for all, or they can guide us toward better, more equitable long-term solutions. Christopher Marquis tells the story of the rise of a new corporate form—the B Corporation. Founded by a group of friends who met at Stanford, these companies undergo a rigorous certification process, overseen by the B Lab, and commit to putting social benefits, the rights of workers, community impact, and environmental stewardship on equal footing with financial shareholders. Informed by over a decade of research and animated by interviews with the movement’s founders and leading figures, Marquis’s book explores the rapid growth of companies choosing to certify as B Corps, both in the United States and internationally, and explains why the future of B Corporations is vital for us all.
The Long And Winding Road To Public Benefit Corporations In Colorado
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Author : Herrick K. Lidstone
language : en
Publisher:
Release Date : 2019
The Long And Winding Road To Public Benefit Corporations In Colorado written by Herrick K. Lidstone and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2019 with categories.
In 2013, the Colorado General Assembly enacted H.B.13-1138, the Public Benefit Corporation Act of Colorado (PBCA). A Colorado public benefit corporation (PBC) must identify a public benefit purpose in its Articles of Incorporation. The directors, in managing the business and affairs of the PBC, must balance the pecuniary interests of the shareholders, the interests of those materially affected by the corporation's conduct, and the public benefits identified in the Articles of Incorporation. The Colorado General Assembly has amended the PBCA three times since it was enacted, most recently in 2017 and 2019. The 2019 amendments also made significant changes to the Colorado Business Corporation Act on which corporations formed under the PBCA are based, and the attachment to the article setting forth model provisions for Colorado PBCs includes those and other changes.B Lab Company has been promoting the benefit corporation concept since the mid-2000s as a means of supporting corporations meeting a corporate social responsibility theme. Whether the protections offered by the benefit corporation legislation was necessary or merely convenient has been a topic of debate. In June 2014 the U.S. Supreme Court decided the Hobby Lobby cases which held (in part) that profit maximization was not the only permissible corporate goal, even for a for-profit corporation. In 2015, Delaware Chief Justice Leo E. Strine, Jr., published a paper on SSRN discussing Delaware common law and the DGCL as it impacts the ability of directors to consider alternative constituencies apart from shareholder wealth maximization. This also impacts the consideration between whether a corporation desiring to focus on social responsibility in addition to profit should select a public benefit corporation format, amend its articles of incorporation to identify the additional purposes, or rely on the general statement in the articles "to conduct any lawful business."This paper has been updated to reflect the possible impact of Hobby Lobby and discusses Chief Justice Strine's paper in the section entitled "Why a Public Benefit Corporation Rather Than A Non-PBC?" and subsequent Colorado amendments.The paper also has appended a form addendum to the articles of incorporation which adopts and enhances the Public Benefit Corporation Act provisions of the Colorado Business Corporation Act. The PBCA provisions are identified with yellow highlighting and includes statutory references.
Research Handbook On Corporate Purpose And Personhood
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Author : Pollman, Elizabeth
language : en
Publisher: Edward Elgar Publishing
Release Date : 2021-09-28
Research Handbook On Corporate Purpose And Personhood written by Pollman, Elizabeth and has been published by Edward Elgar Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 2021-09-28 with Law categories.
This insightful Research Handbook contributes to the theoretical and practical understanding of corporate purpose and personhood, which has become the central debate of corporate law. It provides cutting-edge thoughts on the role of corporations in society and the nature of their rights and responsibilities.
Unpacking The Rise Of Benefit Corporations
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Author : Scott Shackelford
language : en
Publisher:
Release Date : 2019
Unpacking The Rise Of Benefit Corporations written by Scott Shackelford and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2019 with categories.
The increasing interest being in social entrepreneurship has brought with it the beginnings of a legal revolution in the way that firms are incorporated and managed with thirty-three states having enacted statues permitting the formation of special corporate entities known as benefit corporations. These businesses are required to pursue a public benefit or community purpose while still earning a profit for their shareholders. Yet not all benefit corporation statutes are created equal. Varying top-down and bottom-up approaches were taken to enact these laws, which may contribute to different success rates in terms of the number of benefit corporations created in the preceding years. In order to identify governance best practices that could inform other states and nations debating similar legislation, this article analyzes the different ways that the benefit corporation statutes were created in Virginia, Connecticut, and Delaware. This process of adoption and resulting incorporation of entities is then compared to the European Union's efforts at regulating social entrepreneurship, with a particular focus on the UK's Community Interest Company Approach. Through this lens, the Article investigates the processes and supporters of benefit corporation statutes, and compares theses with EU efforts to support social enterprises, in order to better understand how experimentation with legally unique forms of business contribute to current efforts to modify the relationship between business and society.
The B Corp Handbook
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Author : Ryan Honeyman
language : en
Publisher: Berrett-Koehler Publishers
Release Date : 2014-10-13
The B Corp Handbook written by Ryan Honeyman and has been published by Berrett-Koehler Publishers this book supported file pdf, txt, epub, kindle and other format this book has been release on 2014-10-13 with Business & Economics categories.
Using Business as a Force for Good Join a Growing Movement: Learn how you can join more than 1,000 Certified B Corporations from 80 industries and 35 countries—led by well-known icons like Patagonia and Ben & Jerry's and disruptive upstarts like Warby Parker and Etsy—in a global movement to redefine success in business. Build a Better Business: Drawing on interviews, tips, and best practices from over 100 B Corporations, author and B Corp owner Ryan Honeyman shows that using business as a force for good can help you attract and retain the best talent, distinguish your company in a crowded market, and increase customer trust, loyalty, and evangelism for your brand. More than 1,000 companies from 80 industries and 30 countries are leading a global movement to redefine success in business. They're called B Corporations—B Corps for short—and these businesses create high-quality jobs, help build stronger communities, and restore the environment, all while generating solid financial returns. Author and B Corp owner Ryan Honeyman worked closely with over 100 B Corp CEOs and senior executives to share their tips, advice, and best-practice ideas for how to build a better business and how to meet the rigorous standards for—and enjoy the benefits of—B Corp certification. This book makes the business case for improving your social and environmental performance and offers a step-by-step “quick start guide” on how your company can join an innovative and rapidly expanding community of businesses that want to make money and make a difference.