Benefit Corporations

Using the sensemaking theory as a guide, this exploratory, qualitative study examines "How Mindful Directors make sense of boardroom interactions." Very few studies have looked at how directors view their experience on boards of directors, and I could find no research examining how directors make sense of their interactions with the board. Unless we understand how directors view their boardroom interactions, we cannot gain a full understanding of what transpires on boards. The literature and research on sensemaking were chosen as a theoretical frame because they take into account both the interactions between individuals as well as the broader organizational or system context. Sensemaking is a process of dealing with complex interactions between the self and others as well as between the self and the organizational system. An exploratory qualitative methodology was chosen to illuminate the inner workings of how directors make sense of their interactions with the board. Mindful Directors were chosen as the primary participants in the study. Mindful Directors, because of their training and background, were likely to be able to discuss and illuminate less visible aspects of

La tesi affronta lo studio del modello Benefit e dei suoi sviluppi normativi negli USA e in Italia, al fine di poter fornire delle basi per una riflessione circa la validità e l’efficacia dell’istituto rispetto alle finalità perseguite dal legislatore.

La tesi affronta lo studio del modello benefit e dei suoi sviluppi normativi negli USA e in Italia, al fine di poter fornire delle basi per una riflessione circa la validità e l’efficacia dell’istituto rispetto alle finalità perseguite dal legislatore

Benefit corporation legislation has rapidly disseminated in the United States. Its advocates claim it is a necessary corporate form to address the unique needs of for-profit social enterprises, despite many scholarly and legal practitioners who doubt the need for or wisdom of adopting this organizational form. Others suggest that the legislation is flawed and deficiencies should be addressed. After reviewing the present status of benefit corporation legislation, this article contributes to the discourse arguing that (1) benefit corporations are unnecessary under the law; (2) benefit corporation legislation does not enhance corporate law; (3) benefit corporation laws create unnecessary new legal risks for both traditional and benefit corporations, and their respective directors; and (4) third party certification in entity formation law is inappropriate.

The environment has traditionally been the domain of nonprofit organizations. For decades, nonprofit organizations have worked to reduce the negative impact of market-based activity on the environment. However, more recently nonprofits have started to adopt the methods and values of the market to achieve sustainability goals. One of the primary strategies that nonprofits use is to disclose, or pressure corporations to disclose, information about the environmental impact of their products and processes. These information disclosure strategies seek to help stakeholders make green purchases or invest in corporations that use green practices, thus incentivizing corporations to reduce their negative environmental impact. In this chapter, we review the benefits and the challenges encountered by nonprofits in their attempt to use information disclosure strategies.

The article explores the realization of major goals of the Benefit Corporation (BC) law, which is a corporation form designed for social enterprises in the United States in 2010. BCs have a dual mission of generating both profit and social value and hence they might have the potential to transform society. This paper attempts to observe the first movers established as BCs during the period of 2010–2012. By adopting the institutional theory approach, the study examines the realization of the BC law's three major goals: purpose, accountability, and transparency. The paper utilizes the regulatory legitimacy concept to measure the discrepancy between design and implementation of law. The observations point out some of the challenges of establishing new innovative organizations through an institutional intervention of a law. Conclusions consist of implications of the study as well as suggestions for further studies.

Hybrid corporations are key for leading the transition to a more sustainable economy due to
their mixed for-profit and not-for-profit nature. B Corps are a particular type of hybrid
organisations that complete a comprehensive B Impact Assessment (BIA) to be certified as
such. A minimum score of 80 is needed to certify but the big gap with the top score (200)
shows there are wide margins of improvement. Indeed, B Corps strive for continuous
improvement to be a force for good as declared by the B Lab, the non-profit leading the
movement and issuing the certification. Villela et al. (2019), however, stated that this is not
always the case. In light of this, the study aims to assess and explain the BIA evolution of
European B Corps and their approach to continuous improvement of sustainable
performance.
In this sequential explanatory study, the companies’ yearly score change was calculated,
and linear regressions were conducted to study a possible relation between this value and
year of first certification, company size and sector. Finally, these results and the main
patterns found in the literature, were explored by interviewing 19 European B Corps. The
results show an average increase of the BIA score, although 38% of the European B Corps
decreased their score at their first recertification. Year of first certification and sector were
the only variables found to be related to the score change. The interviewed companies
agreed on the importance for continuously improving their sustainability performance, but
several challenges were highlighted. Factors not under direct control of the company and
the constant development of the BIA assessment, were two of the reasons that prevented
continuous improvement and caused the score to decrease. The findings contribute to
expanding the knowledge on B Corp’s approach to sustainable continuous improvement
and enrich the increasing body of literature studying the movement’s evolution over time.

Il titolo “società benefit e società non benefit” non è stato chiaramente scelto per trattare l’intera disciplina delle società benefit… e di tutte le altre società che benefit non sono. Con esso desidero solamente richiamare due questioni (tra loro almeno in parte collegate), le quali sin dalla prima lettura della legge di stabilità del 2016 e, in particolare, dei commi da 376 a 384 del suo articolo unico mi hanno incuriosito e mi sono parse rilevanti. Mi riferisco alle seguenti: (i) in cosa si sostanzi la distinzione tra società benefit e società non benefit, il che presuppone precisare quale sia la fattispecie normativa di società benefit e, in particolare, quale sia il senso del secondo periodo del comma 379 (a mente del quale «le società diverse dalle società benefit, qualora intendano perseguire anche finalità
di beneficio comune, sono tenute a modificare l’atto costitutivo o lo statuto, nel rispetto delle disposizioni che regolano le modificazioni del contratto sociale o dello statuto, proprie di ciascun tipo di società»); e (ii) come avviene il passaggio dalla società benefit alla società non benefit e comunque la inclusione nello statuto della previsione del perseguimento della finalità di beneficio comune, il che comporterà all’atto pratico stabilire se l’inclusione successiva alla costituzione della società di tale previsione nel contratto, atto costitutivo o statuto sociale presupponga il
riconoscimento del diritto di recesso in capo ai soci non consenzienti rispetto alla correlativa modificazione

Has Corporate Social Responsibility (CSR) exhausted all its possibilities as a transforming theory
of the role of companies in the social construction of the XXI Century? Will we be able to achieve
the goals set out in the Global Compact and the Sustainable Development Goals 2030 (SDG)
with the current CSR framework and regulations? These and other questions are asked by MEPs
(Members of European Parliament) and many thinkers, professionals and entrepreneurs in the
world, within the framework of the ideological debate on the economic system, after the long
and deep economic and financial crisis that we are living years ago and the growing social
crisis and environmental issues. In this scenario of doubts and within the framework of the
renewed CSR strategy of the European Union, the European Economic and Social Committee
(EESC) considered in its opinion of 9/17/15 that the model of “Economy for the Common Good
“(ECG) is conceived to be included both in the European legal framework as in the National
ones. The EBG is a proposal for a new economic, social and political model based on essential
values such as solidarity, human dignity, social justice, ecological sustainability and democracy
and transparency. In this article, we will approach the proposal that the Economy for the Common
Good presents as an evolution of the traditional CSR; It is an holistic model based on those
values that transform our current economy and business management, into a more human,
social and conscious one, that is, a model that drives us to manage our organizations taking
into account more parameters than usual: Economic, Social and Environmental sustainability
that encompasses them, in a balanced way.
Key Words: #Corporate Social Responsibility, #Economy for the Common Good, #Sustainable Development Goals, #Global Compact.

In recent decades, issues of corporate accountability and social responsibility have rise to the forefront in international debates. The U.N. Guiding Principles on Business and Human Rights (GPs), unanimously endorsed by the U.N. Human Rights Council in June 2011, authoritatively lay out the State duty to protect and the corporate responsibility to respect human rights. In an effort to operationalize the GPs, the U.N. Human Rights Council called on all States to develop National Action Plans (NAPs) for domestic implementation of the GPs. A key first step in the creation of a NAP is the completion of a national baseline assessment of the current frameworks and conditions affecting the protection and promotion of human rights by the State and business alike. With over 35 countries now committed to the creation of a NAP, it is increasingly important to evaluate existing corporate structures that claim to be socially and ethically motivated. The "B Corp" movement began in earnest in 2006, through the work of U.S.-based non-profit B Lab. A B Corp is a business certified by B Lab as a corporation committed to creating and supporting social and environmental rights. The B Corp movement has grown in size and statute, spreading to over thirty countries and garnering a reputations for excellence. Boosts to the movement have recently come from the certification of large multinational companies and an interest of businesses that followed. As the B Corp movement continues to proliferate, its technical and normative value within the business and human rights field merits close consideration. Through a comparative analysis between the B Corp certification requirements and the GPs, this paper seeks to answer the following questions: Do B Corps fulfill the GPs' corporate responsibility standards to respect human rights? Are they a desirable normative shift in the business and human rights context?

The purpose of this paper is to identify best practices for achieving positive, measurable impact in the for-purpose sector, which includes non-profit organizations and social enterprises. Through an analysis of secondary sources (case studies, evaluation reports, government documents, etc.), six processes were identified which differentiate successful organizations from organizations that failed. These processes are (1) analyzing relative advantage, (2) analyzing cultural compatibility, (3) identifying impact metrics, (4) identifying and addressing barriers to adoption, (5) instituting probationary trials, and (6) regularly reviewing social impact and cost effectiveness. These findings can serve as a framework for budding non-profit organizations and social enterprises, ensuring efficiency and high impact.

Can benefit corporations be held accountable to delivering requisite public goods? An oft-cited criticism is that they cannot, but little empirical research exists to support that claim. Based on an in-depth case study of the oldest corporation to amend its governing documents as a public benefit corporation (PBC) under the State of Delaware law, this article suggests that a company can be held accountable to delivering requisite public goods when external mechanisms are accompanied by an organization’s internal commitment to self-awareness, learning, and measurement. In the present case, the company established a three-pillar structure focused on professional engagement, community support, and charitable giving, built on a six year-old sustainability initiative, accompanied by an adaptive learning culture, and driven by a top-down and bottom-up effort. Current challenges include measuring impact and branding the PBC to grow the company’s business.

In a time of unprecedented change, our current economy is structured to serve a dying past rather than to create a new sustainable future.  Economic activity as we know it has resulted in many of the current social and environmental challenges we face locally and globally. A New Economy is needed that is better structured to create economic stability and prosperity, a more just society, and a regenerative ecology out of the rapid changes of the next century.  B Corp is a unified group of businesses claiming to lead a movement for such an economy.  This project interviewed 50 B Corp founders from across the U.S. to explore their values, ideas, and beliefs including why and how they created companies that benefit society and the environment, how they articulate the New Economy, and how they view the strengths, weaknesses, and potential political significance of their movement.  Comparing the interview insights with a comprehensive literature review results in three overarching goals and seven guiding principles for a New Economy.  Economic theory beginning with Adam Smith’s classical economics is explored as an underpinning to the trajectory of the current economy.  Modern social movement theory describes how the B Corp movement builds on previous direct action for economic reform, such as the Global Justice Movement, and provides insights into what could make the movement succeed or fail.  Finally, Futures Studies methods and generational cohort analysis are engaged to design a useful vision of a stable, prosperous, just, ecological sound future New Economy in 2030 led by an older Millennial generation that have replaced the Baby Boomers in occupying positions of power, leadership, and authority and enacted the recommendations from this research.

As cities wrestle with the growing challenge of wealth inequality, more and more leaders are looking to broad-based ownership models as tools to create jobs and build community wealth. These models are highly effective, with a positive impact for low- and moderate-income individuals and communities. This report looks at six such models—ESOPs, Worker Cooperatives, CDFIs, Social Enterprises, Municipal Ownership, and Emerging Hybrids—with examples of best practices, and explores how these models can be used in community economic development.

There is increasing scholarly attention toward understanding how enterprises seeking prosocial impact organize their practices. However, this research has primarily explained changes in isolated practices and has not fully explored the mechanisms for such changes. This omission is relevant for social entrepreneurship scholars who seek to better understand how practices operate not simply internally but can effect a positive impact. We address this omission by drawing from a unique longitudinal dataset – assessment scores of enterprises seeking to be certified and recertified as B Corporations (B Corps). We also conducted 24 interviews with B Corp leaders, B Lab staff, and venture fund managers. We found that B Corps shifted their practice configurations as they underwent assessment and reassessment for certification. We also found that exogenous factors such as size and sector, and endogenous factors such as the nature of practices explained shifts in practice configurations. Our co...

El proyecto de investigación "Las empresas con propósito y la regulación del cuarto sector en Iberoamérica" forma parte de un esfuerzo interinstitucional en el cual participan la Secretaría General Iberoamericana (SEGIB), el Programa de las Naciones Unidas para el Desarrollo (PNUD) y el International Development Research Centre (IDRC).

El presente informe jurisdiccional correspondiente a Chile tiene el objetivo de generar y compartir conocimiento sobre el estado de la regulación de leyes y políticas públicas con respecto a empresas con propósito y el cuarto sector en el país. Asimismo, aborda temas vinculados al ecosistema de impacto, como propuestas fiscales y la compra pública sostenible, proponiendo recomendaciones concretas para la co-creación de una agenda de impacto en el país.

This article suggests that the adoption of hybrid business models coupled with the establishment of an ethical advertising platform could help counter the emergence of news deserts. The latter are geographic areas and policy issues lacking coverage because of the crisis of the commercial model of news provision. Three clusters of characteristics are used to streamline and compare business models: (1) revenue models, (2) patrons and their motives, and (3) legal frameworks for the incorporation of the organization. Hybrid business models are designed by mixing the principles underpinning the Benefit Corporation or the Low-profit Limited Liability Company (L3C), with the basic characteristics of commercial and non-profit news organizations. The term ethical advertising refers to promotional activities that non-profits and other organizations dedicated to social goals normally undertake, including marketing, fundraising, or public-awareness campaigns. Based on data published by the Inte...

This article suggests that the adoption of hybrid business models coupled with the establishment of an ethical advertising platform could help counter the emergence of news deserts. The latter are geographic areas and policy issues lacking coverage because of the crisis of the commercial model of news provision. Three clusters of characteristics are used to streamline and compare business models: (1) revenue models, (2) patrons and their motives, and (3) legal frameworks for the incorporation of the organization. Hybrid business models are designed by mixing the principles underpinning the Benefit Corporation or the Low-profit Limited Liability Company (L3C), with the basic characteristics of commercial and non-profit news organizations. The term ethical advertising refers to promotional activities that non-profits and other organizations dedicated to social goals normally undertake, including marketing, fundraising, or public-awareness campaigns. Based on data published by the Internal Revenue Services, this article argues that a digital platform for ethical advertising could face a demand worth over $1 billion a year. Additionally, this platform could effectively match non-profits’ demand for an audience with a pro-social attitude with non-profit and hybrid news organizations’ need for additional revenue streams.

This article demonstrates that social business models do not meaningfully prioritize or impose accountability to “social good” over other purposes in ways that (a) best protect against owners changing their minds or entry of new owners with different priorities and (b) enable reliable accountability over time and across circumstances. This article further suggests a model that actually prioritizes “social good” and meaningful accountability to it. This article thus clarifies circumstances under which existing models might be most useful and facilitates broader and faster adoption as investors, entrepreneurs, employees, regulators, and others ensure shared, common understandings about purposes, priorities, and accountability.

Amata es una empresa forestal creada para producir y vender madera oriunda de bosques nativos gestionados y bosques plantados. La empresa opera en la Amazonia brasileña, aunque también en la zona centro-oeste y el sur de Brasil. Un objetivo de la empresa es certificar integralmente su producción de acuerdo con estrictas normas internacionales. Las normas mencionadas en este documento son los estándares del Forest Stewardship Council (FSC), que posee el estándar más reconocido de producción y sello de calidad para madera y productos madereros. Esta decisión empresarial es contraria al comportamiento común de la gran mayoría de los empresarios, en un sector lleno de malos ejemplos en lo que concierne a responsabilidades socioambientales.
Algo que merece ser destacado del caso de Amata es que no se trata de una empresa maderera que se convirtió a las buenas prácticas de gestión forestal en respuesta a presiones o demandas externas del mercado. Se trata de una empresa que nació con el objetivo de desafiar el status quo y el entendimiento predominante de las reglas de cómo hacer negocios en el sector maderero. Amata invierte para demostrar que es posible hacer las cosas de otro modo