Putting New Sheets on a Procrustean Bed: How Benefit Corporations Address Fiduciary Duties, the Dangers Created and Suggestions for Change
J. William Callison
Faegre Baker Daniels LLP
July 9, 2012
American Univ. Journal of Law & Business, Forthcoming
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.
Number of Pages in PDF File: 31Accepted Paper Series
Date posted: July 10, 2012 ; Last revised: July 11, 2012
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