Benefit Corporation Law and Governance: Pursuing Profit with Purpose, 1st Edition

  • Frederick H. Alexander
  • Published By:
  • ISBN-10: 152308359X
  • ISBN-13: 9781523083596
  • DDC: 346.73
  • Grade Level Range: College Freshman - College Senior
  • 368 Pages | eBook
  • Original Copyright 2017 | Published/Released August 2018
  • This publication's content originally published in print form: 2017

  • Price:  Sign in for price



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

Front Cover.
Praise for Benefit orporation Law and Governance.
Half Title Page.
Title Page.
Copyright Page.
Introduction A Corporate Lawyer’s Journey.
Shareholder Primacy and Its Discontents.
1: Corporations and Investors Setting the Stage.
2: Fiduciary Duties for Conventional Corporations Enforcing Shareholder Primacy.
3: Standards of Review How Judges Decide Whether Directors are Putting Shareholders First.
4: The Responsible Investing Movement.
Governing for Stakeholders.
5: The Model Benefit Corporation Legislation.
6: The Delaware Public Benefit Corporation Statute.
7: Operating Benefit Corporations in the Normal Course.
8: Operating Benefit Corporations in Extraordinary Situations.
Other Paths Stakeholder Governance by Other Means.
9: Constituency Statutes A Viable Alternative for Stakeholder Governance?.
10: Could a Conventional Corporation Adopt Stakeholder Values?.
11: Limited Liability Companies and Social Purpose Corporations.
12: Epilogue.
Appendix A Model Benefit Corporation Legislation (with Explanatory Comments).
Appendix B Delaware General Corporation Law Subchapter XV Public Benefit Corporations.
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.
Further Reading.
About the Author.
Other Backmatter.