Benefit Corporation Law and Governance
Benefit Corporation Law and Governance
Pursuing Profit with Purpose
Edition: 1
Pages: 304
Publication Date: 16 October, 2017
Available in all formats
EPUB
ISBN:
9781523083602
PDF
ISBN:
9781523083596
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Benefit corporations include positive impact on society, workers, the community, and the environment as part of their legally defined goals in addition to profit. This is the first authoritative guide for attorneys and executives to the statutes, rules, and requirements for this growing and radically different type of corporation
There is currently no single work that covers the theory and practice of benefit corporation law, even though legislation has now been adopted by thirty-two US jurisdictions. There are already 3,000 benefit corporations in the United States, and the number of companies, as well as the number of investors, is increasing.
The book is primarily intended to explain to lawyers why their clients may want this form of corporation, how to help them opt in, and then how to operate-although it's also intended to be usable by interested nonlawyers. It includes a context-setting discussion of the CSR movement and how traditional corporate law conflicts with the general move to responsible corporate governance. The appendices-forms for converting to benefit corporation status, a comparison of different statutes, a decision-making rubric, and more-will be particularly helpful to both practitioners and the DIY crowd-including start-ups that are trying to reduce legal costs.
There is currently no single work that covers the theory and practice of benefit corporation law, even though legislation has now been adopted by thirty-two US jurisdictions. There are already 3,000 benefit corporations in the United States, and the number of companies, as well as the number of investors, is increasing.
The book is primarily intended to explain to lawyers why their clients may want this form of corporation, how to help them opt in, and then how to operate-although it's also intended to be usable by interested nonlawyers. It includes a context-setting discussion of the CSR movement and how traditional corporate law conflicts with the general move to responsible corporate governance. The appendices-forms for converting to benefit corporation status, a comparison of different statutes, a decision-making rubric, and more-will be particularly helpful to both practitioners and the DIY crowd-including start-ups that are trying to reduce legal costs.
Description
Benefit corporations include positive impact on society, workers, the community, and the environment as part of their legally defined goals in addition to profit. This is the first authoritative guide for attorneys and executives to the statutes, rules, and requirements for this growing and radically different type of corporation
There is currently no single work that covers the theory and practice of benefit corporation law, even though legislation has now been adopted by thirty-two US jurisdictions. There are already 3,000 benefit corporations in the United States, and the number of companies, as well as the number of investors, is increasing.
The book is primarily intended to explain to lawyers why their clients may want this form of corporation, how to help them opt in, and then how to operate-although it's also intended to be usable by interested nonlawyers. It includes a context-setting discussion of the CSR movement and how traditional corporate law conflicts with the general move to responsible corporate governance. The appendices-forms for converting to benefit corporation status, a comparison of different statutes, a decision-making rubric, and more-will be particularly helpful to both practitioners and the DIY crowd-including start-ups that are trying to reduce legal costs.
There is currently no single work that covers the theory and practice of benefit corporation law, even though legislation has now been adopted by thirty-two US jurisdictions. There are already 3,000 benefit corporations in the United States, and the number of companies, as well as the number of investors, is increasing.
The book is primarily intended to explain to lawyers why their clients may want this form of corporation, how to help them opt in, and then how to operate-although it's also intended to be usable by interested nonlawyers. It includes a context-setting discussion of the CSR movement and how traditional corporate law conflicts with the general move to responsible corporate governance. The appendices-forms for converting to benefit corporation status, a comparison of different statutes, a decision-making rubric, and more-will be particularly helpful to both practitioners and the DIY crowd-including start-ups that are trying to reduce legal costs.
Table of contents
- Cover
- Title Page
- Copyright Page
- Dedication
- Contents
- Foreword
- Preface
- Introduction: A Corporate Lawyer’s Journey
- Part I: Shareholder Primacy and Its Discontents
- Part II: Governing for Stakeholders
- Part III: Other Paths
- Epilogue
- Appendix A: Model Benefit Corporation Legislation (with Explanatory Comments)
- Appendix B: Delaware General Corporation Law Subchapter XV
- Appendix C: Quick Guide to Becoming a Delaware PBC
- Appendix D: Public Benefit Corporation Charter Provisions
- Appendix E: Quick Guide to Appraisal for Public Benefit Corporations
- Appendix F: Rubric for Board Decision Making of a Delaware Public Benefit Corporation
- Appendix G: Stakeholder Governance Provisions for a Delaware LLC
- Notes
- Further Reading
- Index
- About the Author
Review quote
“Important new ideas that can change the world are both misunderstood and fragile. Understanding makes them stronger but alone doesn't guarantee that they will make the difference they could and should. Benefit corporations are one of those new ideas and one sorely needed if the capital markets are going to contribute to, rather than detract from, sustainable development. Rick's book elegantly explains this idea to a wide range of audiences, thereby making it stronger. The work he and B Lab are doing makes it stronger still. Thanks to them, I am hopeful that the benefit corporation can be for the 21st century what the traditional corporation was for the 20th.”
-Robert Eccles, Chairman, Arabesque Partners
“This book is the most important book about corporate law in decades, if not ever.”
-John Montgomery, Chairman Emeritus, Montgomery and Hansen
“The magnitude of the crises impacting our world, and particularly our country, is certainly not disputed-by liberals or conservatives, men or women, African Americans or White Anglo-Saxon Protestants, members of the 1 percent or the working poor. The nature of such crises is also not in doubt-the fact that the climate is changing and negatively impacting the environment, the fact that there is a wider gap between rich and poor in this country than at any time since 1929, the fact that there is a sweeping tide of gun violence, and the fact that the Black Lives Matter movement is needed to address continuing overt and covert discrimination. Rick Alexander clearly articulates the need for a new corporate form to effect the significant change that we so desperately need.”
-Suz Mac Cormac, Chair, Social Enterprise and Impact Investing Group, and Cochair, Energy and Clean Technology Groups, Morrison & Foerster
“Alexander's new book covers both the theory and the practice of benefit corporation law in a practical guide that anyone interested in the subject should own.”
-Janine Guillot, Director of Capital Markets Policy and Outreach, Sustainability Accounting Standards Board
“This book is an excellent study of the evolution of corporate governance and the emerging role of the corporation as a public benefit entity. I highly recommend it to those who want to understand the challenges of corporate governance as well as the opportunities for the corporation to have a meaningful social impact in the global economy.”
-Larry Sonsini, Chairman, Wilson Sonsini Goodrich & Rosati
“As the CEO of a public benefit corporation, I really appreciate having a readily accessible, easily understood resource. This book explains both the ‘how' and the ‘why' of this new corporate form that will help us transform business and create long-term value for all our stakeholders. I am proud to endorse it.”
-Lorna Davis, CEO, DanoneWave, and Chief Manifesto Catalyst, Danone
“Rick is a thoughtful and assiduous leader pushing the benefit corporation movement forward. With this book, he's written an indispensable guide for anyone seeking to learn more about the benefit corporation form. Any entrepreneur or executive setting his or her company down a path in pursuit of purpose would do well to pick it up.”
-Michal Rosenn, General Counsel, Kickstarter
“An insightful, practical, enriching book for any attorney or executive looking for a guide on how best to navigate the world of benefit corporations.”
-Margaret M. Foran, Chief Governance Officer, Senior Vice President, and Corporate Secretary, Prudential Inc.
“Rick Alexander's new book takes us through a review of the corporation and its role in society, pointing out some of the structural gaps implicated in the traditional form and making a case for the development of the benefit corporation. As one of the creators of this structure, Alexander is uniquely suited to write this book, and he does so effectively, concisely, and with intelligence.”
-Hillary A. Sale, Sullivan & Cromwell Visiting Professor, Harvard Law School
“Rick Alexander has written a book that is of great importance to the field of responsible business and the benefit corporation movement. Not only does it succeed in explaining the basis and practical implementation of benefit corporations in lucid and engaging terms, but it also places them in the context of existing corporate law and theories of the firm. It does all this in a form that is both accessible to the general interested reader and relevant to the most knowledgeable legal expert. It is therefore a triumph of clear thinking and precise exposition from which we will all benefit immensely.”
-Colin Mayer, Peter Moores Professor of Management Studies, Saïd Business School, University of Oxford
“AltSchool was created to advance innovation in education and to improve access to quality schooling. Becoming a certified B Corporation and a public benefit corporation helps codify and support our mission. In AltSchool's case, delivering a broad social impact goes hand-in-hand with creating a large and thriving business. This book should be a valuable resource for organizations interested in pursuing a more socially responsible way to do business now and in the future.”
-Max Ventilla, founder and CEO, AltSchool
-Robert Eccles, Chairman, Arabesque Partners
“This book is the most important book about corporate law in decades, if not ever.”
-John Montgomery, Chairman Emeritus, Montgomery and Hansen
“The magnitude of the crises impacting our world, and particularly our country, is certainly not disputed-by liberals or conservatives, men or women, African Americans or White Anglo-Saxon Protestants, members of the 1 percent or the working poor. The nature of such crises is also not in doubt-the fact that the climate is changing and negatively impacting the environment, the fact that there is a wider gap between rich and poor in this country than at any time since 1929, the fact that there is a sweeping tide of gun violence, and the fact that the Black Lives Matter movement is needed to address continuing overt and covert discrimination. Rick Alexander clearly articulates the need for a new corporate form to effect the significant change that we so desperately need.”
-Suz Mac Cormac, Chair, Social Enterprise and Impact Investing Group, and Cochair, Energy and Clean Technology Groups, Morrison & Foerster
“Alexander's new book covers both the theory and the practice of benefit corporation law in a practical guide that anyone interested in the subject should own.”
-Janine Guillot, Director of Capital Markets Policy and Outreach, Sustainability Accounting Standards Board
“This book is an excellent study of the evolution of corporate governance and the emerging role of the corporation as a public benefit entity. I highly recommend it to those who want to understand the challenges of corporate governance as well as the opportunities for the corporation to have a meaningful social impact in the global economy.”
-Larry Sonsini, Chairman, Wilson Sonsini Goodrich & Rosati
“As the CEO of a public benefit corporation, I really appreciate having a readily accessible, easily understood resource. This book explains both the ‘how' and the ‘why' of this new corporate form that will help us transform business and create long-term value for all our stakeholders. I am proud to endorse it.”
-Lorna Davis, CEO, DanoneWave, and Chief Manifesto Catalyst, Danone
“Rick is a thoughtful and assiduous leader pushing the benefit corporation movement forward. With this book, he's written an indispensable guide for anyone seeking to learn more about the benefit corporation form. Any entrepreneur or executive setting his or her company down a path in pursuit of purpose would do well to pick it up.”
-Michal Rosenn, General Counsel, Kickstarter
“An insightful, practical, enriching book for any attorney or executive looking for a guide on how best to navigate the world of benefit corporations.”
-Margaret M. Foran, Chief Governance Officer, Senior Vice President, and Corporate Secretary, Prudential Inc.
“Rick Alexander's new book takes us through a review of the corporation and its role in society, pointing out some of the structural gaps implicated in the traditional form and making a case for the development of the benefit corporation. As one of the creators of this structure, Alexander is uniquely suited to write this book, and he does so effectively, concisely, and with intelligence.”
-Hillary A. Sale, Sullivan & Cromwell Visiting Professor, Harvard Law School
“Rick Alexander has written a book that is of great importance to the field of responsible business and the benefit corporation movement. Not only does it succeed in explaining the basis and practical implementation of benefit corporations in lucid and engaging terms, but it also places them in the context of existing corporate law and theories of the firm. It does all this in a form that is both accessible to the general interested reader and relevant to the most knowledgeable legal expert. It is therefore a triumph of clear thinking and precise exposition from which we will all benefit immensely.”
-Colin Mayer, Peter Moores Professor of Management Studies, Saïd Business School, University of Oxford
“AltSchool was created to advance innovation in education and to improve access to quality schooling. Becoming a certified B Corporation and a public benefit corporation helps codify and support our mission. In AltSchool's case, delivering a broad social impact goes hand-in-hand with creating a large and thriving business. This book should be a valuable resource for organizations interested in pursuing a more socially responsible way to do business now and in the future.”
-Max Ventilla, founder and CEO, AltSchool
