News & Analysis as of

Benefit Corporations

Blog: You’re a Delaware Public Benefit Corporation — Now What?

by Cooley LLP on

So you’ve decided to incorporate as (or convert into) a Delaware Public Benefit Corporation (PBC). In your Certificate of Incorporation you have chosen a public benefit, or mission statement. Now what? This article discusses...more

Blog: So You Want to Be a “B Corp.” — What Does That Mean?

by Cooley LLP on

Many of our clients approach us with some variation of “We want to be a B Corp.” What does that mean exactly? The term “B Corp” is often used interchangeably to refer to both benefit corporations and Certified B Corporations,...more

Blog: Delaware Public Benefit Corporation — Is It Right For You? A Five-Part Test

by Cooley LLP on

If you’re an entrepreneur considering incorporating as or converting into a Delaware Public Benefit Corporation (PBC), the following five-part test may be helpful in determining whether it is the right choice of entity. ...more

Blog: What is a Benefit Corporation?

by Cooley LLP on

Over the last several years, there has been a dramatic increase in entrepreneurs interested in using business to drive positive social change. While corporations retain substantial flexibility to pursue social and...more

Improper Purpose Frustrates Member’s Assertion Of A Proper Purpose

by Allen Matkins on

The inspection rights of members of California nonprofit mutual benefit corporations mirror those of shareholders of California corporations. Section 8333 of the Corporations Code provides that the accounting books and...more

Introduction To US Benefit Corporations: US Subsidiaries of Foreign Parents Doing Good by Bridging Profitability and Responsible...

In 2006, Yvon Chouinard, the founder of sportswear giant Patagonia, published a corporate memoir that would equally inspire board members in three-piece suits and surfers in wetsuits. Let My People Go Surfing: The Education...more

Benefit Corporations May Expense Payments to Charities

by Morgan Lewis on

In a General Information Letter addressing the tax treatment of benefit corporations, the Internal Revenue Service (IRS) stated that a taxable benefit corporation may deduct payments to charities as business expenses (and...more

Nevada Seizes Delaware’s Business Entity Formation Crown

by Allen Matkins on

Delaware has long dominated the market for incorporations. Thus, I was surprised to see University of Nevada Law Professor Eric H. Franklin write that Nevada enjoys a 4 to 1 advantage over Delaware in corporate formations. ...more

Measure 97 (Formerly Known as Initiative Petition 28) Will Be Presented to Oregon Voters on November 8, 2016: What You Need to...

by Garvey Schubert Barer on

C Corporations with Oregon annual revenues greater than $25 million may face a new minimum tax obligation – 2.5 percent of the excess – if Measure 97 passes. If a business falls within this category, there may be ways to...more

Program Related Investments: Final Regulations

by Seyfarth Shaw LLP on

Final Regulations Highlight the Broad Range of Available PRI Purposes, Recipients and Financial Structures - Final program related investment (PRI) regulations released and effective on April 25, 2016 illustrate the...more

New Regulations Expand Opportunities for Program-Related Investments

by Ropes & Gray LLP on

In recently released final regulations, the IRS and the Department of the Treasury have provided additional examples of investments that qualify as program-related investments (“PRIs”) for private foundations. The final...more

A Spotlight On Benefit Corporations

Benefit Corporations and other impact-driven corporate entities, such as Delaware Public Benefit Corporations and California Social Purpose Corporations, are proliferating at a healthy pace. More than 30 states have enacted...more

Corporate Responsibility: Friedman vs. Porter and the Trend Toward Shared Value

by Lane Powell PC on

On September 13, 1970, The New York Times published an oped by University of Chicago Professor Milton Friedman that provided the intellectual framework for a profound shift in American corporate governance. The article,...more

Is the New Idaho Benefit Corporation Act Right for Your Company?

by Perkins Coie on

Idaho recently joined the ranks of the District of Columbia and 26 other states that have passed benefit corporation legislation. The Idaho Benefit Corporation Act, S.B. 1076, becomes effective July 1, 2015, and provides new...more

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

by Cooley LLP on

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

by Best Best & Krieger LLP on

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

by Pullman & Comley, LLC on

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

by Snell & Wilmer on

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?

by Allen Matkins on

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

by Allen Matkins on

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?

by Allen Matkins on

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

by Allen Matkins on

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

by Stoel Rives LLP on

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

by Foley Hoag LLP on

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

by Sherman & Howard L.L.C. on

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

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