BECOMING A PUBLIC BENEFIT CORPORATION

Express Your Values, Energize Stakeholders, Make the World a Better Place

MICHAEL B. DORFF

Entrepreneurs and leaders often have an inspiring vision for how their business can not only make money for owners and shareholders, but also benefit society. In recent years a new legal structure has emerged, the “Benefit Corporation,” “Public Benefit Corporation,” or “B-Corp,” which helps organizations make this vision a reality. Companies like Patagonia, Kickstarter, Warby Parker, Danone North America, Allbirds, and King Arthur Baking have become Benefit Corporations to help advance both their business and their broader mission. Rather than aim strictly at maximizing profits, thousands of revolutionary companies are now committing to consider their business strategy’s impact on their employees, customers, suppliers, the environment, and anyone materially affected by their activities. The goal of benefit corporations is to foster a new, more humane, and sustainable capitalism by pursuing both profits and mission. Benefit corporation status helps protect the company mission through changes in leadership—and despite pressure from investors, shareholders, bankers, and lenders.

Becoming a Public Benefit Corporation explains in depth this exciting new type of corporation, when it makes sense, and how becoming a benefit corporation can help visionary leaders and organizations balance the tradeoffs between profits and mission. Law professor and corporate governance expert Michael Dorff explains the basic framework of corporate governance and how these forms fit in. He also explains the weaknesses of benefit corporations, arguing that the enforcement mechanisms around benefit corporations are too weak to prevent “purpose washing.” Using real-life examples from top companies, this book shows mission-driven leaders, board members, and advisors how to use the benefit corporation structure to make the world a better place.

“Michael Dorff’s fascinating new book is essential reading for anyone interested in learning about this newer type of corporate entity that was created to help organizations balance purpose with profit. ”

Michael B. Dorff is Michael & Jessica Downer

Endowed Chair, Professor of Law, and Director of Technology Law and Entrepreneurship Concentration at Southwestern Law School.

—Michael J. Downer, Senior Lawyer and Executive

(ret.)

Capital Group | American Funds

Stanford Social Innovation Review Books

NOVEMBER 2023 272 pages | 6 x 9

2 tables

Cloth $28.00 (£23.99) SDT 9781503632806 eBook 9781503637849

Business