This Article considers the present structure of benefit corporations, as enacted by several states, and finds it wanting on several levels -- the concept of "general public benefit" is too limited and prevents shareholders from choosing the ends to be promoted by their corporation; there is a negative inference concerning the appropriate ends of corporations that are not benefit corporations; there are insufficient constraints on directors' fiduciary duties; and there are significant enforcement issues. The paper concludes by suggesting alternative structures to mitigate these problems.
Callison, J. William, Putting New Sheets on a Procrustean Bed: How Benefit Corporations Address Fiduciary Duties, the Dangers Created and Suggestions for Change (July 9, 2012). American Univ. Journal of Law & Business, Forthcoming. Available at SSRN: papers.ssrn.com
Callison's become a leading important expert on B Corps, so this important paper is sure to be highly influential.
