Copyright 2013 The Capital Law Firm, PLLC. All rights reserved. Benefit Corporations Using the Power...

Copyright 2013 The Capital Law Firm, PLLC. All rights reserved.

Benefit CorporationsUsing the Power of Business To

Change The World

Catholic UniversityIntegral Economic Development Management

April 17, 2013

for-profit socialentrepreneurship


benefit corporations


free market assumptions


resources are scarcemore of something is a “good”

perfect informationrational decision-making

Buckminster Fuller

Sufficiency


traditional corporate structures are too confining

desire to give backCone Cause Evolution Study -- 2010


Benefit Corporations

A new class of corporation that is designed to create benefit for all

stakeholders, not just shareholders


Benefit CorporationsCorporate Purpose:

To create a material positive impact on society and the environment


Benefit CorporationsCorporate Accountability:

To expand fiduciary duties of directors to require consideration of

non-financial interests


Benefit CorporationsCorporate Transparency:

To create an obligation to report on its overall social and environmental performance as assessed against

a comprehensive, credible, independent and transparent third-party standard


why are benefit corporationsnecessary?

By law or custom, businesses feel they must maximize profits.

“Directors cannot defend a business strategy that openly eschews stockholder

wealth maximization.”

-- eBay Domestic Holdings, Inc. v. Newmark, et al., 16 A.3d 1 (Del. Ch. 2010).


Benefit Corporation Legislation

Significant momentum:

13 Laws passed (CA, DC, HI, IL, LA, MA, MD, NJ, NY, PA, SC, VT, VA)

13 Unanimous votes

16 States moving forward

170 Registered benefit corporations Why?

100% voluntaryNo regulationsNo cost Market-based

benefit corporations

broader application


What resources are available?

Bill Drayton

direct servicescaling up

pattern changeframework change



use the power of business to change the world

Benefit CorporationsResources:

www.BenefitCorp.netwww.TheCapitalLawFirm.com


http://www.bcorporation.net/

http://www.thecapitallawfirm.com/


Laura E. JordanThe Capital Law Firm, PLLC

4626 Wisconsin Avenue, NW, Suite 302Washington, DC 20016

(202) [email protected]

www.TheCapitalLawFirm.com@benefitcorp

For more information:

http://www.thecapitallawfirm.com/

Copyright 2013 The Capital Law Firm, PLLC. All rights reserved. Benefit Corporations Using the Power...

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