Benefit corporations at a crossroads: As lawyers weigh in, companies weigh their options

Abstract

Should your company become a benefit corporation? In a comprehensive set of law review opinions, this installation of Business Law & Ethics Corner uncovers several fundamental issues to consider. First, the main premise for the benefit corporation—the legal preeminence of the shareholder primacy norm—may be unfounded. Second, benefit corporations may increase director liability and company costs. Third, contrary to the stated goal of such laws, benefit corporations do not empower stakeholders, and therefore are not substantially different from traditional corporations. Many legal analysts argue that, paradoxically, benefit corporations actually inhibit corporate social responsibility efforts by perpetuating the myth that business corporations do not have the flexibility to pursue social missions, and by claiming to, but failing to, empower stakeholders. They argue that the benefit corporation form is likely to increase corporate greenwashing, and that it enhances public cynicism about all corporations by creating competing sets of ‘beneficial’ and ‘other’ corporations. In the face of widespread acclaim for the benefit corporation, both corporate directors and researchers should take these significant concerns into account.