Putting New Sheets on a Procrustean Bed: How Benefit Corporations Address Fiduciary Duties, the Dangers Created and Suggestions for Change

American Univ. Journal of Law & Business, Forthcoming

31 Pages Posted: 10 Jul 2012 Last revised: 11 Jul 2012

J. William Callison

Faegre Baker Daniels LLP

Date Written: July 9, 2012

Abstract

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.

Suggested Citation

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: https://ssrn.com/abstract=2102655

J. William Callison (Contact Author)

Faegre Baker Daniels LLP ( email )

1700 Lincoln St. #3200
Denver, CO 80203
United States

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