Benefit Corporations

News & Analysis as of

Blog: Chief Justice Strine: In Praise Of B-Corps

In an interesting article In the Harvard Business Law Review, Chief Justice Strine of the Delaware Supreme Court makes clear his view that the concept promoted by some academics and other commentators that corporate directors...more

Best in Law: Hybrid corporations combine profit and good will

These new entities give directors and officers the flexibility to pursue both profit and social objectives without the risk of liability associated with doing so in a traditional corporation. In 2012, California...more

Connecticut's Passage of Its Benefit Corporations and Social Enterprise Statute

Over the last few years, the phenomenon of corporations existing for the purpose of accomplishing a social good rather than only for maximizing profits for shareholders has taken root. The Connecticut General Assembly...more

Arizona Soon to Recognize For-Profit, Positive Impact Corporations Known As Benefit Corporations

Legislation enabling a new type of corporate legal entity in Arizona – the benefit corporation – takes effect January 1, 2015. A benefit corporation is distinguished from other for-profit corporations because it is required...more

Does Brewing Beer Positively Impact Society And The Environment?

California, like many other states, has enacted legislation allowing for the formation of benefit corporations. Cal. Corp. Code § 16400 et seq. Technically, a benefit corporation is a corporation formed under the General...more

Legislator Proposes To Eliminate Flexibility In Name And Purpose

In 2011, the California legislature enacted not one, but two, laws allowing for the incorporation of for-profit businesses with broader purposes. The Corporate Flexibility Act of 2011, SB 201 (DeSaulnier), 2011 Stats. ch....more

I May Be Pettifogging, But I Have to Ask: Is It Time To Dump The Proxy And Give Shareholders A Ballot?

The proxy is the most misunderstood and mischaracterized of all instruments. For the record, a “proxy” is “a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder’s...more

Hobby Lobby And Other Constituency Statutes

Is the corporate form incompatible with religious beliefs? California Attorney General Kamala Harris thinks so. In this amicus brief filed in Sebelius v. Hobby Lobby Stores, Inc., U.S. Supreme Court Docket No. 13-354, she...more

Corporate Law Alert: Launch of New Oregon Benefit Company Law Produces Record Signups

On January 1, Oregon launched its new benefit company law, becoming the 20th U.S. state to allow the formation of such entities. The launch produced a record-setting response, with 29 registrants signing up for benefit...more

Delaware Enacts Benefit Corporation Legislation

On July 17, 2013, Delaware Governor Jack Markell signed into law legislation enabling the formation of public benefit corporations in Delaware. In doing so, Delaware became the 19th state to enact this type of legislation;...more

Public Benefit Corporation Act of Colorado - A New Framework to Support Socially Responsible Colorado Corporations

On May 16, 2013, Governor John Hickenlooper signed the Public Benefit Corporation Act of Colorado (the "Act") into law, creating a new class of for-profit corporations in Colorado beginning April 1, 2014, called "public...more

Proposed Amendments To The Delaware General Corporation Law

The Council of the Corporation Law Section of the Delaware State Bar Association has proposed legislation that will amend the General Corporation Law of the State of Delaware (the “DGCL”). If adopted, the legislation will...more

2013 Proposed Amendments To Delaware General Corporation Law

On March 20, 2013, legislation proposing to amend the Delaware General Corporation Law, 8 Del. C. §§ 1-101, et. seq. (DGCL) was submitted to the Corporation Law Section of the Delaware State Bar Association. If the proposed...more

Benefit Corporations – A New Type Of Corporation – Are Now Authorized In Pennsylvania

On January 23, 2013, the Pennsylvania Benefit Corporation Act (the Act) became effective. The Act authorizes a new type of for-profit business corporation known as a benefit corporation. Pennsylvania is now one of 12 states...more

Directors May Be Invested With Super Powers In Nevada But Not California

Directors With Super Powers - Sometimes investors would like to endow one or more directors with greater voting powers. This is possible with a Nevada corporation by virtue of NRS 78.330(3) which provides “ The articles...more

Nonprofit Notes - Issue 3 | January 2013

In This Issue: - Raising Funds Without Raising Problems - IRS Issues Clarification Regarding Contributions to Single-Member LLCs - Appellate Decisions Impact NY Nonprofit Chapter Organizations - The...more

For Profit Corporations with a Social Mission - Pennsylvania's New Benefit Corporation Act

A new Pennsylvania Benefit Corporation Act (the “Act”) becomes effective on January 23, 2013. The Act authorizes a new type of corporation known as a Benefit Corporation. The Act is intended to provide entrepreneurs and...more

Benefit Corporations: A New Way Forward?

Originally published in Bar Briefs by the Louisville Bar Association on January 2, 2013. Are you a civic-minded entrepreneur looking to turn a profit and make a social difference at the same time? Are you a consumer who...more

Benefit Corporations: Twelve States and Counting

On December 1, a new benefit corporation statute went into effect in Massachusetts, making the state one of twelve that have enacted legislation allowing for the formation of this new form of corporate entity....more

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