scholarly journals Las «benefit corporations» norteamericanas

2021 ◽  
pp. 75-105
Author(s):  
Iñigo Zavala Ortiz de la Torre
Keyword(s):  
Benefit Corporation ◽  
Benefit Corporations

La Benefit Corporation es la nueva forma de empresa social surgida en el panorama legislativo norteamericano. Sobre la base de una estructura de sociedad mercantil capitalista, se pretende poder obtener resultados en beneficio del interés general. Este tipo social, trata de aunar los legítimos intereses financieros de los accionistas, con los de los otros stakeholders de la compañía. Para ello los administradores deberán aplicarse en la obtención de beneficios, pero a través del ejercicio de una actividad empresarial que, en su conjunto, tenga un impacto positivo en la sociedad y en el medio ambiente. Este impacto positivo, deberá poder ser, a su vez, objeto de evaluación a través de su contraste con normas estandarizadas, ideadas y aprobadas por terceros. Recibido: 10 junio 2013Aceptado: 30 julio 2013

Benefit Corporations Approach to Environmental, Social and Governance Disclosure: A Focus on Italy

2020 ◽  
Vol 10 (4) ◽  
Author(s):  
Mauro Sciarelli ◽  
Silvia Cosimato ◽  
Giovanni Landi
Keyword(s):  
Qualitative Method ◽  
Positive Impact ◽  
Corporate Structure ◽  
New Approach ◽  
For Profit ◽  
Benefit Corporation ◽  
Benefit Corporations ◽  
Multiple Case ◽  
Governance Disclosure

AbstractOver the last decades, Benefit Corporations arouse as a new corporate structure, alternative to traditional ones and pointing to offer a new approach to the management of business and sustainability issues. These companies' activities are statutory aimed at bridging for-profit and no-profit activities; thus, they intentionally and statutory pursue economic purposes together with social and environmental ones, to create a positive impact on economy, society and environment. Even though, Italian and other national laws set some specific disclosure duties for Benefit Corporations, especially in terms of Environmental, Social and Governance (ESG) issues, the literature still calls for further research on the topic. Therefore, this paper is aimed at contributing to bridge this gap, investigating the way Italian Benefit Corporations approach ESG disclosure. To this end, an exploratory analysis has been conducted, implementing a qualitative method, based on a multiple case study strategy. Even though the descriptive nature of the study, the achieved findings pointed out that the Benefit Corporation structure not necessarily implies a better approach to ESG.

The Benefits of Benefit Forms

2020 ◽  
Vol 31 ◽  
pp. 77-88
Author(s):  
Caddie Putnam Rankin ◽  
Keyword(s):  
Historical Analysis ◽  
Sustainable Business ◽  
Benefit Corporation ◽  
Time Period ◽  
Benefit Corporations

This article explores adoption rates of B Corps certification and Benefit Corporation incorporation in order to discuss what benefits exist for organizations to adopt sustainable business forms. The analysis of the data identifies states with low and high adoption rates. The study is based on historical analysis of 4686 incorporated Benefit Corporations from 2007 to 2016 and 837 certified B Corps during the same time period. Patterns of adoption are identified and states with high and low adoption rates are categorized, analyzed, and discussed. The patterns reveal which states are most likely to support lasting or short lived legal, peer, and stakeholder benefits for sustainable business.

scholarly journals O interesse público na sociedade de economia mista brasileira: aproximação com a benefit corporation do direito norte-americano

2020 ◽  
Vol 279 (1) ◽  
pp. 79
Author(s):  
Mario Engler Pinto Junior
Keyword(s):  
Corporate Governance ◽  
Public Interest ◽  
Institutional Design ◽  
Profit Maximization ◽  
Business Decisions ◽  
The Public ◽  
Benefit Corporation ◽  
The Us ◽  
Benefit Corporations ◽  
Shed Light

<p><span>The public interest of Brazilian mixed-capital company: approach to US benefit corporations</span></p><p><span><br /></span></p><p><span>RESUMO<br />O artigo faz um paralelo entre a figura da benefit corporation do direito norte-americano e a sociedade de economia mista brasileira, com o propósito de apontar semelhanças entre as duas estruturas societárias e lançar luzes sobre a racionalidade das soluções de governança adotadas em cada caso. A reflexão resgata inicialmente o conceito de interesse da companhia, destacando sua relevância como referencial jurídico para se aferir a legitimidade das decisões empresariais. Observa-se ainda que o entendimento sobre o tema varia conforme a abordagem teórica adotada, podendo se resumir na maximização dos lucros para partilha entre os sócios, ou combinar o atendimento a outros interesses não financeiros. Por sua vez, os desafios e soluções em matéria de governança corporativa também variam em função da amplitude do escopo atribuído à companhia. A benefit corporation procura combinar a consecução de algum objetivo de interesse público com a manutenção da finalidade lucrativa. A existência do escopo mais amplo permite questionar a adequação do desenho institucional para lidar com os conflitos inerentes ao novo tipo societário. Além disso, propicia uma análise comparativa com o modelo de sociedade de economia mista no direito brasileiro, que também está imbuída de uma missão pública, cuja consecução não afasta a necessidade de remunerar adequadamente o investimento acionário. Conclui-se que algumas medidas contidas na Lei nº 13.303/2016, para fortalecer o controle e gestão das empresas estatais brasileiras, guardam simetria com o tratamento aplicável às benefit corporation no direito norte-americano.</span></p><p><span><br /></span></p><p><span>ABSTRACT<br />The paper compares benefit corporations in the US with mixed-capital corporations in Brazil, in order to point the similarities and differences between both corporate structures. The paper also intends to shed light on the rationale of the governance solutions adopted in each case. The paper restates the concept of company’s interest and highlights it as a key legal reference for assessing the legitimacy of business decisions. Different readings of this concept are likely to translate into markedly different positions, from holding that the idea of interest refers solely to the purpose of profit maximization on behalf of shareholders to affirming the need to simultaneously accomplishing non-financial goals interests. The challenges and solutions concerning corporate governance also vary according to the extent of the corporation’s scope. Benefit corporations in the US seek to </span><span>simultaneously attain some goal of public interest and make profit for </span><span>its shareholders. The existence of a broader scope allows questioning </span><span>the suitability of their institutional design to deal with conflicts that are </span><span>inherent to this new corporate type. Their structure invites a comparison </span><span>to State owned enterprise (SOE) in Brazil. According to Brazilian Law, a </span><span>company controlled by the State is invested with a public mission while </span><span>needing to assure proper return to shareholders’ investment. The paper </span><span>concludes that some measures adopted by Brazilian Law No. 13.303/2016, </span><span>for strengthening the corporate governance of Brazilian SOE’s are similar </span><span>the U.S. Model Benefit Corporation Legislation (MBCL) concerning benefit </span><span>corporations.</span></p>

Are Changes in Corporate Governance an Answer?

2021 ◽  
pp. 189-213
Author(s):  
Matt Fischer-Daly
Keyword(s):  
Corporate Governance ◽  
Positive Impact ◽  
The United States ◽  
Detailed Examination ◽  
Due Diligence ◽  
Private Regulation ◽  
For Profit ◽  
Benefit Corporation ◽  
Corporate Entity ◽  
Benefit Corporations

This chapter explores the potential for changes in corporate governance to overcome the decoupling problem in private regulation, through a detailed examination of the case of benefit corporations. In the United States, a benefit corporation is a type of for-profit corporate entity that includes among its goals — in addition to profits — a positive impact on society, workers, the community, and the environment. The chapter argues that the B-Corp movement is a false promise because of the legal limitations of actors to seek remedy if a benefit corporation does not meet its “benefit goals” and because of a variety of issues in the certification process for such a corporation. This argument is supported through the analysis of the private regulation program of a leading benefit corporation, which shows that its status has in no way improved coupling between private regulation practices and outcomes. It would seem that the benefit corporation certification is simply another modern ritual of due diligence, although there is a need for additional research on benefit corporations to confirm this conclusion.

Social Enterprise Law

2017 ◽  
Author(s):  
Dana Brakman Reiser ◽  
Steven A. Dean
Keyword(s):  
Social Enterprise ◽  
Social Enterprises ◽  
Social Entrepreneurs ◽  
Bottom Line ◽  
Social Mission ◽  
For Profit ◽  
Benefit Corporation ◽  
Benefit Corporations ◽  
Contingent Convertible Debt ◽  
Legislative Changes

Social Enterprise Law presents a series of audacious legal technologies designed to unleash the potential of social enterprise. Until now, the law has been viewed as an obstacle to social entrepreneurship, too inflexible to embrace for-profit businesses with a social mission at their core. Legislators have poured resources into creating hybrid corporate forms such as the benefit corporation to eliminate barriers to the creation of social enterprises. That first generation of social enterprise law has not done enough. The authors provide a framework for future legislation to do what benefit corporations have not: create durable commitments by social entrepreneurs and investors to balance financial gains and social mission by putting a speed limit on profits. They show how sophisticated investors need not wait for the advent of these legislative changes, outlining a contingent convertible debt instrument that relies instead on financial engineering to build trust between those with capital and those ready to use it to nurture a double bottom line. To allow social enterprises to harness the vast power of the crowd, they develop a tax regime that would provide crowdfunding platforms the means to screen the commitment of for-profit startups. Armed with these tools of social enterprise law 2.0 and the burgeoning metrics of measuring public benefit, entrepreneurs and investors can navigate even the turbulent waters of exit without sacrificing mission, so that a sale need not mean selling out.

Organizational Identity Formation in Alternative Organizations: A Study of Three Benefit Corporations

2019 ◽  
Vol 33 (4) ◽  
pp. 484-511 ◽  
Author(s):  
Irina M. Kopaneva ◽  
George Cheney
Keyword(s):  
Identity Formation ◽  
Organizational Identity ◽  
Profit Maximization ◽  
The United States ◽  
Bottom Line ◽  
Social Mission ◽  
Benefit Corporation ◽  
Benefit Corporations ◽  
Multiple Case ◽  
New Type

The benefit corporation (BC) in the United States is a new type of corporation legally required to generate profit for its shareholders and to pursue public benefit. BCs explicitly work to balance profit maximization and social mission, which is an ongoing challenge for businesses with an expansive view of the bottom line. This multiple case study extends scholarship on identity formation (IF) in nontraditional organizations, such as BCs, by providing empirical evidence of how identities develop in relation to prevailing cultural sentiments. In particular, we demonstrate how BC struggles over organizational identity (OI) reference broader socioeconomic discourses, identify mechanisms through which perceived pressures suppress alternative interpretations of OI at a micro-level of member interaction, and expose tensions between dominant and alternative frames for business enterprise.

Benefit Corporations

2019 ◽  
Vol 38 (2) ◽  
pp. 223-247
Author(s):  
Kathleen Wilburn ◽  
Ralph Wilburn ◽  
Keyword(s):  
District Of Columbia ◽  
Fortune 500 ◽  
Third Party ◽  
Social Purpose ◽  
Benefit Corporation ◽  
Fortune 500 Companies ◽  
Benefit Corporations ◽  
Corporate Social ◽  
Assessment Format ◽  
Third Party Assessment

More than half of the S&P 500 and the Fortune 500 companies publish corporate social responsibility (CSR) reports. CSR is at the heart of a new form of corporation, the benefit corporation, which requires the pursuit of a social purpose as well as pursuit of profit. Thirty-four states, plus the District of Columbia, have enacted benefit corporation legislation. Most laws require that benefit corporations publish reports on their social purpose performance using a third-party assessment format. The purpose of this paper is to analyze 1,530 benefit corporations identified by B Lab and the state of Minnesota for proof of social purpose performance, as demonstrated in reports on their websites. The study found some companies with excellent reports, but those had had a CSR focus prior to becoming benefit corporations or had been Certified B Corporations. However, most benefit corporations in the study had no published reports; many have no websites.

scholarly journals Integrated sustainable performance management systems: A case study on Italian benefit corporations

2020 ◽  
Vol 17 (2) ◽  
pp. 65-76 ◽  
Author(s):  
Giorgia Nigri ◽  
Mara Del Baldo ◽  
Armando Agulini
Keyword(s):  
Performance Management ◽  
Management System ◽  
Management Systems ◽  
Performance Management System ◽  
Structured Interviews ◽  
Performance Management Systems ◽  
Sustainable Performance ◽  
Benefit Corporation ◽  
Benefit Corporations ◽  
Development Goals

Today, to integrate sustainable development goals into business, an overall integrated sustainable performance management system — to implement and measure these global goals — is needed. In a short timeframe, the benefit impact assessment (BIA) — elaborated by B Lab, utilized by benefit corporations (a new and emerging hybrid type of prosocial business) and adopted by the United Nations — became the most comprehensive indicator to evaluate company practices against SDGs. Italy was the first sovereign country to insert the benefit corporation legislation after the US and analyze the effectiveness of the BIA. This prompted us to address our attention to the integration of benefit-driven indicators, adopted by Italian B Corps into their performance management systems, and to analyze if these indicators are used by managers to support internal decision-making. To achieve this goal, cross-sector semi-structured interviews were conducted in seven Italian certified benefit corporations. Relevant to both researchers and practitioners, our review provides a useful snapshot of how the BIA is developing as an assessment and how value-based organizations are moving toward an integrated sustainable performance management system.

scholarly journals Do Benefit Corporations Represent a Policy Threat to Nonprofits?

2019 ◽  
Vol 9 (4) ◽  
Author(s):  
Stefan Toepler
Keyword(s):  
Local Level ◽  
Nonprofit Sector ◽  
State Level ◽  
Social Entrepreneurs ◽  
Legal Form ◽  
Benefit Corporation ◽  
New Organizational Forms ◽  
Benefit Corporations ◽  
Legal Forms ◽  
Structural Option

AbstractIn the US and increasingly internationally as well, considerable efforts have been made in recent years to introduce new legal forms, such as the benefit corporation, at the local level as an additional structural option for social entrepreneurs. These efforts have been met with considerable apprehension on the part of nonprofit sector advocates, who perceive these new organizational forms as potential competition. This paper investigates whether the benefit corporation is in fact a likely competitive threat to nonprofits. Presenting the findings of an early uptake study, it reviews the early experience with the state-level introduction of the benefit corporation in Maryland, the first state to adopt the new legal form.

scholarly journals Viability of Business as an International Development Actor

2018 ◽  
Vol 5 (1) ◽  
Author(s):  
Emma Bugg
Keyword(s):  
International Development ◽  
Code Of Ethics ◽  
Business Practices ◽  
Wealth Creation ◽  
Positive Role ◽  
Goods And Services ◽  
Benefit Corporation ◽  
Benefit Corporations ◽  
Development Agents

Business plays a central role in international development as both an intentional and unintentional actor. This paper evaluates the role of business as an international development actor and considers the benefit corporation, a for-profit entity that holds in equal part public benefit and profit within their mandate, as a potential avenue for businesses to play an intentional positive role. The current role of business in international development is hard to define, but its effects are certainly mixed. What is clear is that the behaviours of businesses have significant impacts on both human and environmental security. Many development efforts are based on the belief that a strong private sector and competitive markets are essential conditions for development. This has defined business’s role in development as mostly geared towards wealth creation, employment, and providing goods and services. Business practices and their effects on communities globally have repeatedly demonstrated the need for a code of ethics and the importance of caution and impact assessments as businesses shift into intentional roles as development actors. The benefit corporation model provides an opportunity for businesses to operate internationally while playing a positive role in international development. This paper uses CSR theory, a framework of classification for development agents, and a case study of the benefit corporation Patagonia to evaluate the viability of the benefit corporations as international development actors.

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